As filed with the Securities and Exchange Commission on November 3, 2026.

Registration No. 333-              

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FITNESS CHAMPS HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of Registrants name into English)

7030 Ang Mo Kio

Avenue 5, #04-48

NorthStar@AMK

Singapore 569880

+65 9061 4855

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)

Cogency Global Inc.

122 East 42^nd Street, 18^th Floor

New York, New York 10168

800-221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed or supplemented. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

Fitness Champs Holdings Limited

Up to 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

Up to 14,000,000 Class A Ordinary Shares included in the Units

Up to 14,000,000 Pre-Funded Warrants

Up to 14,000,000 Warrants to Purchase Class A Ordinary Shares

Up to 14,000,000 Class A Ordinary Shares Underlying the Pre-Funded Warrants to

Purchase Class A Ordinary Shares

Up to 210,000,000 Class A Ordinary Shares Issuable upon Exercise of the Warrants to Purchase

Class A Ordinary Shares at a Zero Exercise Price

Fitness Champs Holdings Limited (the “Company,” “we” or “us”) is offering on a best-efforts basis up to 14,000,000 units (the “Units”), consisting of one Class A Ordinary Share, par value $0.00225 per share (the “Class A Ordinary Shares”), or, in lieu thereof, a pre-funded warrant (each, a “Pre-Funded Warrant”); and one warrant to purchase one Class A Ordinary Share (each, a “Warrant”). We are offering the Units at the assumed 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 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 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.

The initial exercise price of $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: (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.

The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The Class A Ordinary Shares or the Pre-Funded Warrants in lieu thereof can each be purchased in this offering only with the accompanying Warrants as part of the Units, but the component parts of the Units will be immediately separable and issued separately in this Offering.

We are offering to each purchaser of shares that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of our outstanding Class A Ordinary Shares immediately following the consummation of this offering, the opportunity to purchase a Pre-Funded 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 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. 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.

If 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 14,000,000.

A holder of the Warrants may, at any time and in its sole discretion, exercise its Warrants in whole or in part by means of a “zero exercise price” option in which the holder is entitled to receive a number of Class A Ordinary Shares equal to the product of (a) the number of Class A Ordinary Shares that would be issuable upon exercise of the Warrant in accordance with the terms of such Warrant if such exercise were by means of a cash exercise rather than a cashless exercise and (b) the quotient obtained by dividing (i) the exercise price minus the lowest VWAP of the Class A Ordinary Shares during the five (5) trading days immediately prior to the applicable exercise date (such VWAP, the “Low Price”) by (ii) 50% of the Low Price. This “zero exercise price” option is only available at a time when the applicable Low Price is lower than the then applicable Exercise Price. At no time can the Low Price be lower than the Floor Price. “Floor Price” means the price equal to twenty percent (20%) of the lower of (i) the closing price (as reflected on Nasdaq.com) of the Class A Ordinary Shares immediately preceding the date of 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). 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.

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 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.”

Our 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.

We 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 75 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 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.

We may sell fewer than all securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund if we do not sell all of the securities offered hereby. We have not established an escrow account in conjunction with this offering. Because there is no escrow account and no minimum number of securities or amount of proceeds, investors could be in a position where they have invested in us, but we have not raised sufficient proceeds in this offering to adequately fund the intended uses of the proceeds as described in this prospectus. Also, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. See “Risk Factors.”

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 19 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Investing 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 19 to read about factors you should consider before buying our Class A Ordinary Shares.

We 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 13 and page 13 of this prospectus for more information.

We are a holding company that is incorporated in the Cayman Islands as an exempted company. As a holding company with no operations, we conduct all of our operations through our wholly-owned subsidiaries, Fitness Champs Pte. Ltd and Fitness Champs Aquatics Pte. Ltd, in Singapore. The Class A Ordinary Shares offered in this offering are shares of the holding company that is incorporated in the Cayman Islands as an exempted company.

Investors of our Class A Ordinary Shares should be aware that they do not directly hold equity interests in Fitness Champs Pte. Ltd or Fitness Champs Aquatics Pte. Ltd, but rather are purchasing equity solely in Fitness Champs Holdings Limited, the Cayman Islands holding company, which indirectly owns 100% equity interests in Fitness Champs Pte. Ltd and Fitness Champs Aquatics Pte. Ltd.

⁽¹⁾ We have agreed to pay the placement agent a cash fee equal to 7% of the gross proceeds raised in this offering together with a 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$150,000. For more information about the compensation to be received by the placement agent, see “Plan of Distribution.”

⁽²⁾ Because there is no minimum number of securities or amount of proceeds required as a condition to closing in this offering, the actual public offering amount, placement agent fees and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above. For more information, see “Plan of Distribution.”

⁽³⁾ The amount of offering proceeds to us presented in this table does not give effect to any exercise of the Warrants.

Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Sole Placement Agent

Univest Securities, LLC

The date of this prospectus is                                  , 2026.

TABLE OF CONTENTS

You 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.

No 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.

ABOUT THIS PROSPECTUS

Neither 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.

Neither 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.

CONVENTIONS THAT APPLY TO THIS PROSPECTUS

Unless 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.

Throughout 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:

Financial Information in United States Dollars

Our reporting currency is the United States Dollar. This prospectus also contains translations of certain foreign currency amounts into United States Dollars for the convenience of the reader. Unless otherwise stated, all translations of Singapore Dollars into United States Dollars were made at S$1.2841 to US$1.00 for amounts relevant to the financial year ended December 31, 2025 in accordance with our internal exchange rate. We make no representation that the Singapore Dollar or United States Dollar amounts referred to in this prospectus could have been or could be converted into United States Dollars or Singapore Dollars, as the case may be, at any particular rate or at all.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that relate to our current expectations and views of future events. These forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Industry Overview” and “Business.” These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, these forward-looking statements can be identified by words or phrases such as “believe”, “plan”, “expect”, “intend”, “should”, “seek”, “estimate”, “will”, “aim” and “anticipate”, or other similar expressions, but these are not the exclusive means of identifying such statements. All statements other than statements of historical facts included in this document, including those regarding future financial position and results, business strategy, plans and objectives of management for future operations (including development plans and dividends) and statements on future industry growth are forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements which are forward-looking statements, including in our periodic reports that we will file with the SEC, other information sent to our shareholders and other written materials.

These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Risk Factors” and the following:

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should not place undue reliance on these forward-looking statements.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results or performance may be materially different from what we expect.

RISK FACTORS

Investing in our Class A Ordinary Shares is highly speculative and involves a significant degree of risk. You should carefully consider the following risks, as well as other information contained in this prospectus, before making an investment in our Company. The risks discussed below could materially and adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the trading price of our shares. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends, and you may lose all or part of your investment.

This prospectus also contains forward-looking statements having direct and/or indirect implications on our future performance. Our actual results may differ materially from those anticipated by these forward-looking statements due to certain factors, including the risks and uncertainties faced by us, as described below and elsewhere in this prospectus.

Risks Related to Our Business and Industry

Our operation is subject to certain regulatory requirements of the Sport Singapore, Singapore Aquatics and the National Registry of Coaches.

If 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 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.

We may be unable to enforce the restrictive covenants of the services agreements against our coaches to prevent them from directly competing with us.

Our services contracts with our coaches contain restrictive covenants that prevent them from poaching or directly competing with us during an agreed period. If any dispute arises between any of the coaches and our Group, we may be unable to enforce the restrictive covenants in the services agreements which are governed by Singapore law against the coaches and the enforceability of the restrictive covenants may only be determined by the courts on a case-by-case basis. It is thus difficult to predict the outcome of the proceedings or gauge the level of legal protection that such awards or proceedings may provide. If we cannot enforce the restrictive covenants with our coaches, those who leave our Group may join a competitor or form a competing company immediately after leaving our Group, which may disrupt our business and materially and adversely affect our financial condition, results of operations and profits.

Our intellectual property as to the development and preparation of course materials, swimming or training methodology and techniques may be infringed or we may inadvertently infringe on another entity’s intellectual property.

We, in conjunction with our coaching team, are responsible for the development and preparation of course materials, swimming and training methodology and techniques for use in our classes. Our course materials, methodology and techniques may contain content or structure similar to third party sources. There is no assurance that our course materials, lessons, methodology and techniques will not infringe third party intellectual property rights. If we were subject to third party litigation for infringement of third-party intellectual property rights, defending these can be expensive and time consuming, and their outcome is uncertain. Furthermore, any intellectual property infringement claims against us, or any publication containing such events could materially and adversely affect our image and reputation which could materially affect our business and operating results.

We depend on the supply of students from primary schools in Singapore under the SwimSafer program.

For each of the two years ended December 31, 2024 and 2025, we derived approximately 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.

In addition, part of our revenue growth after COVID-19 was due to a back-log of students who were unable to take SwimSafer classes during shut downs that limited access to swimming pools. We expect that government sector revenues will go back to levels that they were prior to the pandemic.

We rely on our coaching team, in particular our contracted coaches, to develop and provide courses, a failure of which could affect our brand, results of operations and profitability.

For each of the three years ended December 31, 2023, 2024 and 2025, we had a coaching team of 238, 240 and 252 individuals, respectively. We rely on our team, in particular our coaches, to develop and provide classes and structured programs to our students. As such, we believe that the ability of our coaching team to provide support to our students in their pursuit of the ability to swim and swim well remains critical to the trust in which students and their parents place in our brand and our teaching style, methodology and technique.

We rely on our “Fitness Champs” brand and our reputation as a leading provider of comprehensive swimming lessons services and our inability to maintain this brand strength and reputation could affect our operating results and business.

The “Fitness Champs” brand is instrumental to the success of our business. As of June 2026, we have 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.

We may be unable to continue to attract students to enroll in our courses.

Our revenue is primarily generated from tuition fees we receive from students who have enrolled in our swimming courses. Our ability to continue to maintain and attract students to enroll in our courses is critical to the continued success and growth of our business. This in turn depends on several factors, including our ability to develop safe and effective courses and techniques that are successful, pique our students’ interest and are compliant with relevant licensing, safety and regulatory requirements. Inefficiency or failure to maintain or achieve the aforesaid could materially and adversely affect our revenue and profitability.

Our coaching team’s actions or inaction could subject us to claims, either regulatory or through litigation, regarding conduct or services that we deliver.

We rely on our coaching team and in particular our coaches to provide courses and services in accordance with the terms of their engagements. Our coaches are responsible for the safety and well-being of children, many of whom are just learning to swim, which is an inherently dangerous activity. As our coaches are granted extensive contact with children, the MOE conducts background checks on our coaches to help ensure that all of our instructors have the credentials to be working with children and are adequately trained to supervise and handle emergency situations that may arise. Any negative, harmful or negligent actions on the part of our coaches and other staff, or any failure by us to properly manage our coaching team and swimming activities may result in undesirable or unexpected outcomes such as serious injury or even death, which could result in regulatory impacts or litigation exposure, all of which would negatively impact our brand.

Our unauthorized disclosure of student and staff information and other sensitive data could expose us to costly litigation or could materially and adversely affect our reputation.

In connection with our business operations, we come into contact and store proprietary and confidential information on our students, coaches and staff, such as names, addresses, age, gender and other personal information. This information is primarily stored in our computer database located in our headquarters and in cloud servers. Our information technology system and computer networks may be vulnerable to unauthorized access, hacking, computer viruses and other security problems. A user who circumvents security measures could misappropriate proprietary information or cause interruptions to or malfunctions in our operations. Any leakage or misappropriation of information from our system could have a material and adverse effect on our reputation and business operations. Moreover, if our security measures are breached as a result of actions by third parties, employee error, malfeasance or otherwise, third parties may receive or be able to access student records and personal details which could subject us to litigation, liabilities, interrupt our business and materially and adversely impact our reputation. We also run the risk that our staff or third parties could misappropriate or illegally disclose confidential information in our Group’s possession. As a result, we may be required to expend significant resources to alleviate problems caused by these breaches.

Our advertising and marketing campaigns may not lead to higher course or student enrollments nor increased revenue.

From time to time, we launch various advertising and marketing campaigns to further increase public awareness of our business and enhance our brand recognition. We advertise on social media platforms such as Facebook, Instagram, Tik Tok and Xiao Hong Shu as well as on our own websites. Despite our efforts and the costs incurred in promoting our brand and business, such efforts and costs may not necessarily lead to higher course or student enrollments, which in turn may not lead to increased revenue for us.

The swim coaches we engage may be unable to maintain qualifications and/or certifications.

Our coaches need to be trained, certified and competent in coaching. If a significant number of our coaches are unable to maintain appropriate certifications and upkeep training, we may not have enough qualified staff to meet demand, which may result in us losing students, and our business, operating and financial results may be materially and adversely affected.

Our business operations are subject to adverse weather conditions.

As a majority of our swimming classes are held outdoors, our ability to conduct swimming classes is susceptible to extreme weather conditions such as heavy rains, lightning, extreme or prolonged heat waves and high winds. Lightning and heavy rainstorms are prevalent in Singapore and some of our classes cannot be held outdoors during periods of lightning and extreme weather conditions as we utilize some outdoor pools. Heavy rainfall can dilute the chemicals in the pools we use to hold our classes and create a pH imbalance that may be harmful to our students. Rain also washes bacteria, dirt, algae spores, and other debris into the pools we use, which can attack the active chlorine and mitigate its effects. Singapore is generally hot all year round, as such, the heat also poses risks to water quality by breaking down the chlorine content in the water faster as well as the pools being more susceptible to algae growth causing a risk for our students. If we cannot effectively contain any such risks such as moving all of our lessons indoors, our ability to hold our swimming classes could be restricted and our revenues reduced, causing material adverse impact on our business and results of operations.

Natural disasters and other catastrophic events beyond our control, including but not limited to the COVID-19 pandemic, have and could continue in the future to adversely affect our business operations and financial performance.

The occurrence of the global COVID-19 pandemic negatively affected our business between 2020 and 2022 due to the inability to hold classes and/or gathering of students. The occurrence of one or more other natural disasters, such as fires, hurricanes, tornados, tsunamis, floods and earthquakes; geo-political events or military activities disrupting transportation, communication or utility systems; or other highly disruptive events, such as nuclear accidents, pandemics, unusual weather conditions or cyberattacks, could adversely affect our operations and financial performance. The occurrence of these events or another global pandemic could result in, among other things, operational disruptions, the lack of an adequate workforce in parts or all of our operations and communications and transportation disruptions, which in turn could also cause consumer confidence and spending to decrease or result in increased volatility in Singapore, the United States and global financial markets and economy.

We operate in a competitive market.

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.

Changes in existing laws, regulations and government policies may cause us to incur additional costs.

Our business operations are governed by various laws, regulations and government policies in Singapore and we operate in a highly-regulated industry. The licensing, membership, registration and certification requirements for us may change from time to time. We may be unable to comply with all these requirements in time or at all or we may need to incur substantial costs to be compliant, which may adversely affect our business operations and financial condition.

We are exposed to risk of accidents and injuries in the course of our business.

We are in the business of providing swimming lessons to children, as well as aquatic swim classes, and there is an inherent risk that accidents and injuries may occur during our swimming lessons and aquatic sports classes, even where there are lifeguards and/or trained on-site personnel on duty. Claims may be made against us for such accidents and/or fatalities on grounds such as negligence or any failure by us to properly manage our coaching team or swimming activities. If we cannot successfully defend ourselves against such claims, we could incur substantial liabilities. Regardless of merit or eventual outcome, liability claims may result in:

Any such outcomes could materially and adversely affect our business, financial condition, results of operations and growth prospects.

We may implement business strategies and future plans that may not be successful

The successful implementation of our business strategies and future plans depends on a number of factors including general market conditions, government policies, the availability of funds, competition and our ability to retain and recruit competent coaches. There is no assurance that our business strategies and future plans can be implemented effectively and successfully as some of these factors are beyond our control. If any implementation of these strategies and plans fails or is delayed, we may be adversely affected by investment expenses that have not led to the anticipated results, by the distraction of management from our core business or by damage to our brand or reputation. Additionally, if we fail to secure adequate funds in a timely manner, we may also be unable to pursue opportunities to expand our business.

Our current insurance coverage may not sufficiently protect us against all the risks we are exposed to and our insurance premiums may increase.

There can be no assurance that our current insurance will cover all our risks or adequately protect us against all liabilities arising from claims and litigation against us. We will have to bear any losses, damages or liabilities in the course of our operations arising from events for which we do not have adequate insurance coverage. Further, our insurance premiums depend on various factors, including the scope and estimated contract sum set out in the service contracts with our customers and our insurance claim track record. There is no assurance that our insurance premiums will not increase or that our insurance coverage will not be reduced in the future. If we were held liable for uninsured losses, the amounts of claims for insured losses exceed the limits of our insurance coverage or the insurance premium payable by us increases significantly, our business, results of operations and financial condition may be materially and adversely affected.

We may need to raise additional capital required to grow our business, and we may be unable to raise capital on terms acceptable to us or at all.

Growing and operating our business may require significant cash outlay, capital expenditures and commitments and 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. 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.

Our Executive Officers have 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.

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

We 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.

If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately or timely report our results of operations or prevent fraud, and investor confidence and the market price of our Class A Ordinary Shares may be materially and adversely affected.

We are a smaller company with limited accounting personnel. Furthermore, our management has not performed an assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, is designed to prevent fraud.

Our failure to implement and maintain effective internal controls over financial reporting could result in errors in our financial statements that could result in a restatement of our financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, which may result in volatility in and a decline in the market price of our Class A Ordinary Shares.

We are a public company in the United States subject to the Sarbanes- Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, which requires that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F. In addition, if we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting on an annual basis. Our management may conclude that our internal control over financial reporting is ineffective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a burden on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify material weaknesses and deficiencies in our internal control over financial reporting. The Public Company Accounting Oversight Board, or PCAOB, has defined a material weakness as “a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim statements will not be prevented or detected on a timely basis.”

In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may be unable to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Generally speaking, if we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could, in turn, limit our access to capital markets, harm our results of operations and lead to a decline in the trading price of our Class A Ordinary Shares. Additionally, ineffective internal control over financial reporting could exposes us to increased risk of fraud, misuse of corporate assets and legal actions under the United States securities laws and subject us to potential delisting from Nasdaq, to regulatory investigations and to civil or criminal sanctions.

We 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, which could result in (i) our failure to maintain effective internal control over financial reporting, (ii) errors in our financial statements; (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.

We will be subject to changing laws, rules and regulations in the U.S. regarding regulatory matters, corporate governance and public disclosure that will increase both our costs and the risks associated with non-compliance.

As a publicly traded company, we are subject to rules and regulations by various governing bodies and self-regulatory organizations, including, for example, the SEC and the Nasdaq Capital Market, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

Moreover, as these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

Risks Related to Our Securities and This Offering

We have received a notice from Nasdaq that we no longer meet the listing requirements of the Nasdaq Capital Market and our failure to regain compliance would mean there is no active market for investors to make transactions in our Ordinary Shares.

On 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. 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.

In 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.

If we are unable to meet all of Nasdaq’s continued listing requirements, and the Nasdaq Capital Market delists our Ordinary Shares and we are unable to list our Ordinary Shares on another national securities exchange, we expect our Ordinary Shares could be quoted on an over-the-counter market in the United States. If this were to occur, we could face significant material adverse consequences, including:

We 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.

We currently expect to effect a 1-for-2 share consolidation of our issued and unissued ordinary shares, subject to shareholder approval at our annual general meeting scheduled for November 12, 2026, followed by a further 1-for-100 share consolidation after the closing of this offering, subject to the conditions described under “Description of Share Capital.” If both consolidations are implemented, every 200 ordinary shares outstanding before the consolidations would be combined into one ordinary share, equivalent to 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 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.

There 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.

We 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.

The 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.

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

Under 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 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.

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

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.

We 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.

In 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 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.

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.

We 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.

Our 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.

The trading price of our Ordinary Share has been volatile, which could result in substantial losses to investors.

The trading price of our Class A Ordinary Shares has been subject to rapid and substantial volatility, which could make it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares and result in substantial losses to investors.

There have been instances of extreme share price run-ups followed by rapid price declines and strong share price volatility with recent initial public offerings, especially among those with relatively smaller public floats. As a relatively small-capitalization company with relatively small public float, we have experienced greater share price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, our Class A Ordinary Shares have been, and may continue to be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.

The trading price of our Class A Ordinary Shares may continue to be volatile and could fluctuate widely due to factors beyond our control and for reasons that are unrelated to our actual or expected performance. In addition, if the trading volumes of our Class A Ordinary Shares are low, persons buying or selling in relatively small quantities may easily influence prices of our Class A Ordinary Shares. This low volume of trades could also cause the price of our Class A Ordinary Shares to fluctuate greatly. Holders of our Class A Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Class A Ordinary Shares.

In addition to market and industry factors, the price and trading volume for our Class A Ordinary Shares may be highly volatile for factors specific to our own operations, including the following:

If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our Class A Ordinary Shares, the market price for our Class A Ordinary Shares and trading volume could decline.

The trading market for our Class A Ordinary Shares will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts downgrade our Class A Ordinary Shares, the market price for our Class A Ordinary Shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our Class A Ordinary Shares to decline.

The sale or availability for sale of substantial amounts of our Class A Ordinary Shares could adversely affect the market price. In particular, the warrants included in the units we are offering will be immediately exercisable at no additional cost, which will result in immediate and substantial dilution to our existing stockholders and could negatively impact our share price.

Each 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 receive up to fifteen (15) Class A Ordinary Shares per Warrant without paying any exercise price, if the Low Price decreases to and equals the Floor Price. Because Warrant holders can acquire shares through the zero exercise price option without paying anything beyond the purchase price of the Units, this structure will result in significant dilution to our existing shareholders if and when the Warrants are exercised.

If all Warrants 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.

The ability of warrant holders to acquire shares at no cost creates a strong economic incentive to exercise the warrants regardless of our share price or business performance. If warrant holders exercise their warrants and subsequently sell the shares acquired upon exercise, the resulting increase in the number of shares available for sale in the public market could cause the market price of our Class A Ordinary Shares to decline. This selling pressure may be exacerbated because warrant holders will have acquired the underlying shares at effectively no additional cost and therefore may be willing to sell at lower prices than other stockholders.

Furthermore, the existence of these warrants may make it more difficult for us to raise additional equity capital in the future on favorable terms, or at all, as potential investors may be concerned about the dilutive effect of outstanding warrants with no exercise price. The potential dilution from these warrants may also negatively impact our ability to enter into strategic transactions or attract and retain key employees through equity compensation.

Short selling may drive down the market price of our Class A Ordinary Shares.

Short selling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention of buying identical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the shares between the sale of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the shares to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling the shares short. These short attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable publicity, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality.

You must rely on the judgment of our management as to the uses of the net proceeds from this offering, and such uses may not produce income or increase our share price.

We intend to use the net proceeds of this offering due to us as set out in “Use of Proceeds.” However, our management will have considerable discretion in the application of the net proceeds received by us in this offering. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not improve our efforts to achieve or maintain profitability or increase our share price. The net proceeds due to us from this offering may be placed in investments that do not produce income or that lose value.

If we are classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United States federal income tax consequences.

We are a non-U.S. corporation and, as such, we will be classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such year, either

Passive income generally includes dividends, interest, rents, royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who holds our securities, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.

It is possible that, for our current taxable year or for any subsequent year, more than 50% of our assets may be assets which produce passive income. We will make this determination following the end of any particular tax year. For purposes of the PFIC analysis, in general, a non-U.S. corporation is deemed to own its pro rata share of the gross income and assets of any entity in which it is considered to own at least 25% of the equity by value.

For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were determined to be a PFIC, see “Material Tax Considerations — Passive Foreign Investment Company Considerations.”

As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq Capital Market corporate governance listing standards. If we chose to rely on these exemptions in the future, these practices may afford less protection to shareholders.

As a foreign private issuer listed on the Nasdaq Capital Market, we are permitted to rely on a provision in the Nasdaq Capital Market or another national securities exchange corporate governance listing standards that allows us to follow Cayman Islands law with regard to certain aspects of corporate governance. This would allow us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on the Nasdaq Capital Market or another national securities exchange.

For example, we are exempt from Nasdaq Capital Market or another national securities exchange regulations that require a listed U.S. company to:

Although we are permitted to follow certain corporate governance rules that conform to Cayman Islands requirements in lieu of many of the Nasdaq Capital Market or another national securities exchange corporate governance rules, we intend to comply with the Nasdaq Capital Market or another national securities exchange corporate governance rules applicable to private issuers.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

We are an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed by our Amended and Restated Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands. We will also be subject to the U.S. securities laws. The rights of shareholders to take action against our Directors and us, actions by minority shareholders and the fiduciary duties of our Directors to us under Cayman Islands law are governed by our Amended and Restated Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands (as compared to the U.S. law) as well as from English common law. The decisions of the English courts are of highly persuasive authority but are not binding on Cayman Islands courts (except for those decisions handed down from the Judicial Committee of the Privy Council to the extent that these have been appealed from the Cayman Islands courts). The rights of our shareholders and the fiduciary duties of our Directors under Cayman Islands law are broadly similar to those in other common law jurisdictions, but there may be differences in the statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands have a different body of securities laws than the United States and provide significantly less protection to investors. In addition, if shareholders want to proceed against the Company outside of the Cayman Islands, they will need to demonstrate that they have the standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders 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.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as U.S. states. Currently, we do not plan to rely on home country practice with respect to corporate governance matters. In the event we choose to do so in the future, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result, shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of the Board or controlling shareholders than they would as shareholders of a company incorporated in a U.S. state. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in a U.S. state and their shareholders, see “Certain Cayman Islands Company Considerations — Differences in Corporate Law.”

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

The Cayman Islands, together with several other non-European Union jurisdictions, have 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.

Certain judgments obtained against us by our shareholders may not be enforceable.

We are a Cayman Islands exempted company with limited liability and substantially all of our assets are located outside of the United States. 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 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 “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.

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

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 for so long as we are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period. As a result of this election, our future financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards.

We are a foreign private issuer within the meaning of the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.

Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our financial results on a semi-annual basis through press releases distributed pursuant to the rules and regulations of the Nasdaq Capital Market or another national securities exchange. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you if you were investing in a U.S. domestic issuer.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses to us.

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second financial quarter. In the future, we would lose our foreign private issuer status if (i) more than 50% of our outstanding voting securities are owned by U.S. residents; and (ii) a majority of our Directors or Executive Officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid the loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to comply with U.S. federal proxy requirements, and our officers, Directors and 10% shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the Nasdaq Capital Market or another national securities exchange. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer.

We incur significant costs and devote substantial management time as a result being a public company listed on the Nasdaq Capital Market.

We incur significant legal, accounting and other expenses as a public reporting company, and these costs will go up after we cease to qualify as an emerging growth company. For example, we are required to comply with the additional requirements of the rules and regulations of the SEC and the Nasdaq Capital Market, including applicable corporate governance practices. Compliance with these requirements has increased our legal and financial compliance costs and makes some activities more time-consuming and costly. In addition, our management and other personnel must divert attention from operational and other business matters to devote substantial time to these public company requirements.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidelines are provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may also initiate legal proceedings against us and our business may be adversely affected.

ENFORCEABILITY OF CIVIL LIABILITIES

Our Company is an exempted company incorporated with limited liability under the laws of the Cayman Islands. We are incorporated in the Cayman Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States and provides less protection for investors. In addition, Cayman Islands companies may not have standing to sue before the U.S. federal courts.

All of our current operations are conducted outside of the United States and all of our current assets are located outside of the United States, with the majority of our operations and current assets being located in Singapore. All of the Directors and Executive Officers of our Company and the auditors of our Company reside outside the United States and substantially all of their assets are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or any such persons, or to enforce in the United States any judgment obtained in the U.S. courts against us or any of such persons, including judgments based upon the civil liability provisions of the U.S. securities laws or any U.S. state or territory.

We have appointed Cogency Global Inc., 122 E. 42^nd Street, 18^th Floor, New York, New York 10168 as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

Cayman Islands

Ogier, 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.

We 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.

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.

Singapore

There is uncertainty as to whether the courts of Singapore would (i) recognize or enforce judgments of United States courts obtained against us or our Directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in Singapore against us or our directors or officers predicated upon the securities laws of the United States.

In making a determination as to enforceability of a judgment of the courts of the United States, and subject to the Singapore courts having jurisdiction over the judgment debtor, the Singapore courts would have regard to whether the judgment was final and conclusive and on the merits of the case, given by a court of law of competent jurisdiction, and was expressed to be for a fixed sum of money. In general, an in personam foreign judgment that is final and conclusive (that is, in general, a judgment that makes a final determination of rights between the parties and cannot be re-opened or altered by the court that delivered it, or be overridden by another body not being an appellate or supervisory body, although it may be subject to an appeal), given by a competent court of law having jurisdiction over the parties subject to such judgment, and for a fixed and ascertainable sum of money, may be enforceable as a debt in the Singapore courts under common law unless procured by fraud, or the proceedings in which such judgments were obtained were not conducted in accordance with principles of natural justice, or the enforcement thereof would be contrary to fundamental public policy, or if the judgment would conflict with earlier judgment(s) from Singapore or earlier foreign judgment(s) recognized in Singapore, or if the judgment would amount to the direct or indirect enforcement of foreign penal, revenue or other public laws (save where any such component of the judgment can be duly severed from the rest of the judgment sought to be enforced). Civil liability provisions of the federal and state securities law of the United States permit the award of punitive damages against us, our Directors and officers. Singapore courts would not recognize or enforce judgments against us, our Directors and officers to the extent that doing so would amount to the direct or indirect enforcement of foreign penal, revenue or other public laws. It is uncertain as to whether a judgment of the courts of the United States under civil liability provisions of the federal securities law of the United States would be regarded by the Singapore courts as being pursuant to foreign penal, revenue or other public laws. Such a determination has yet to be made by a Singapore court in a reported decision.

USE OF PROCEEDS

We expect to receive approximately US$12,599,000 of net proceeds from this offering after deducting placement agent’s commissions of US$980,000, the non-accountable expense allowance of US$140,000 and estimated offering expenses of approximately US$281,000 payable by us.

We currently intend to use net proceeds due to us from this offering in the following ways:

Business Expansion and Strategic Growth – We intend to use 70% of the net proceeds to support the Company’s business expansion and strategic growth initiatives, including expanding and training our coaching team, developing new business opportunities and aquatic sports programs, and pursuing strategic investments, acquisitions and/or joint ventures. As of the date of this prospectus, no specific acquisition targets or joint venture partners have been identified.

Marketing and Branding – We intend to use 15% of the net proceeds for brand building marketing and promotion activities.

Working capital – The balance of the net proceeds due to us for general working capital and corporate purposes.

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds received by us. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this registration statement. We reserve the right to change the use of proceeds that we presently anticipate and describe herein, subject to the restrictions in the Securities Purchase Agreement. We will not use the net proceeds to satisfy any portion of our debt other than trade payables incurred in the ordinary course of our business and prior practices, redeem any Ordinary Shares or Ordinary Share Equivalents, or settle any outstanding litigation, and we will not use the proceeds in violation of FCPA or OFAC regulations.

To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

DIVIDENDS AND DIVIDEND POLICY

Dividends amounting to S$0.3 million and S$ nil (US$ nil) were paid by the companies within our Group for the years ended December 31, 2024 and 2025 respectively. These dividends were distributed to our sole shareholder as of December 31, 2024 and 2025 respectively. Such dividend payment should not be considered as a guarantee or indication that those companies within our Group will declare and pay dividends in such manner in the future or at all. At this time, we do not anticipate paying out dividends as we will be focusing on growing and investing in our business. To the extent dividends are declared/paid in the future, the change in the rate or amount would be dependent on the factors set out below.

On May 3, 2024, a dividend of S$300,000 was declared, which amount was paid on May 9, 2024, and there have been no other dividend payments since.

When considering the distribution of a dividend in the future, our Board will take into account, among other things, the following factors when deciding whether to propose a dividend and in determining the dividend amount: (a) operating and financial results; (b) cash flow situation; (c) business conditions and strategies; (d) future operations and earnings; (e) taxation considerations; (f) interim dividend paid, if any; (g) capital requirement and expenditure plans; (h) interests of shareholders; (i) statutory and regulatory restrictions; (j) any restrictions on payment of dividends; and (k) any other factors that our Board may consider relevant. The payment of dividends, in certain circumstances, may also be subject to the approval of our shareholders, the Companies Act and our Amended and Restated Memorandum and Articles of Association as well as any other applicable laws. Currently, we do not have any predetermined dividend distribution ratio and we may not declare any dividends for the foreseeable future.

Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit, retained earnings, or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. If our Board decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the Board may deem relevant. In addition, we are a holding company and depend on the receipt of dividends and other distributions from our subsidiaries to pay dividends on our Ordinary Shares.

There are no foreign exchange controls or foreign exchange regulations under current applicable laws of the various places of incorporation of our significant subsidiary that would affect the payment or remittance of dividends.

CAPITALIZATION

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

As of the date of this prospectus, 1,299,391 Class A Ordinary Shares and 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.

The pro forma as adjusted information below is illustrative only, and our capitalization following the completion of this offering is subject to adjustment based on the actual net proceeds to us from the offering. You should read this table in conjunction with “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

You should 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.

Indebtedness

A table describing our indebtedness as of June 30, 2026 is as follows:

Property loan A

The mortgage loan of S$392,000 (US$303,000) 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 3.75%. This amount was used to finance the purchasing of our office at 7030 Ang Mo Kio Avenue 5 #09-102 Singapore 569880. As of June 30, 2026, the outstanding balance of the mortgage loan was approximately US$303,000. On September 3, 2026, the Company sold the property and fully repaid the outstanding mortgage loan of approximately US$303,000 using proceeds from the sale of the property. The loan agreement is attached as Exhibit 10.6 to this prospectus.

Property loan B

The mortgage loan of S$1,040,000 (US$805,000) was a secured borrowing from OCBC bank obtained in 2026. The loan is for a period of 24 years up to 2050 with an annual variable interest rate of 1.75%. This amount was used to finance the purchasing of our new office at 55 Serangoon North Avenue 4, #01-05, Singapore 555859. The loan agreement is attached as Exhibit 10.7 to this prospectus.

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

DILUTION

Investors 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. Accretion/dilution in pro forma as adjusted net tangible book value represents the difference between the 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.

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 per Class A Ordinary Share and each holder of Class B Ordinary Shares is entitled to 50 votes per 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 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.

Our 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.

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.

Without taking into account any other changes in the as adjusted net tangible book value after 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$14.64 million would have been approximately US$0.96 per ordinary share. This represents an immediate decrease in net tangible book value of US$0.59 per ordinary share to existing shareholders, and an immediate dilution of US$0.04 per ordinary share to investors purchasing Class A Ordinary Shares in this offering.

Assuming all of the warrants in this offering are exercised, our pro forma as-adjusted pro forma net tangible book value of US$14.64 million would have been approximately US$0.06 per ordinary share. This represents an immediate decrease in net tangible book value of US$1.49 per ordinary share to existing shareholders, and an immediate dilution of US$0.94 per ordinary share to investors purchasing Class A Ordinary Shares in this offering.

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

CORPORATE HISTORY AND STRUCTURE

History

Our principal subsidiary, Fitness Champs, was incorporated as an exempt private company limited by shares in Singapore in 2012 under the Singapore Companies Act of 1967, as amended (the “Singapore Companies Act”) under the name of “Fitness Champs Pte. Ltd.” Previously, the business was a sole proprietorship operated by Ms. Lee under the business name “Fitness Champs.” Fitness Champs operates school-based swimming lessons. In 2015, Fitness Aquatics was incorporated as an exempt private company limited by shares company in Singapore under the Singapore Companies Act under the name of “Fitness Champs Aquatics Pte. Ltd.,” mainly to provide private swimming and aquatic sports lessons.

In 2020, Fitness Champs won the tender by the Singapore Government (represented by the MOE) to provide swimming lessons to public schools in Singapore as part of the SwimSafer program. As of the date of this prospectus, Fitness Champs is one of five vendors contracted by the Singapore Government (through the MOE) and in 2023 was the largest program as measured by bookings to provide swimming lessons under the SwimSafer program in Singapore, serving approximately 30% of the students that participated in this program in 2023.

In 2022, we purchased an office located at 7030 Ang Mo Kio Avenue 5 #09-102 Singapore 569880 with an approximate area of 850 square feet. In 2024, we shifted to larger premises at 7030 Ang Mo Kio Avenue 5 #04-48 Northstar@AMK Singapore 569880 with an approximate area of 1,036 square feet, to accommodate additional manpower as we continue to grow our business.

Over the last decade, we have become one of the biggest sports education school specializing in swimming in Singapore.

As of the date of this prospectus, our Group is comprised of the Company and its subsidiaries, Northen Star, Fitness Champs and Fitness Aquatics.

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. 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. 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 in consideration of our allotment and issue to each of them one Share credited as fully paid.

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

On January 23, 2026, our shareholders approved a re-designation and re-classification of shares whereby the authorized share capital of the Company became US$500,000 divided into (a) 80,000,000,000 class A ordinary shares of a nominal or par value of US$0.000005 each, (b) 10,000,000,000 class B ordinary shares of a nominal or par value of US$0.000005 each, and (c) 10,000,000,000 preferred shares of a nominal or par value of US$0.000005 each. The 8,707,850 shares of a nominal or par value of US$0.000005 each then held by Big Treasure Investments were re-designated and re-classified as 8,707,850 class B ordinary shares of a nominal or par value of US$0.000005 each, and all the remaining issued shares of the Company of a nominal or par value of US$0.000005 each were re-designated and re-classified as class A ordinary shares of a nominal or par value of US$0.000005 each on a 1:1 basis.

On 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.

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

On March 24, 2026, our board of directors approved a 30:1 reverse share split of our issued and unissued shares, to be effective on a date to be further determined by our board of directors, such that upon the reverse share split becoming effective, the share capital of our Company will become US$500,000 divided into (a) 177,777,777.78° class A ordinary shares of a nominal or par value of US$0.00225 each; (b) 22,222,222.22° class B ordinary shares of a nominal or par value of US$0.00225 each; and (c) 22,222,222.22° preferred shares of a nominal or par value of US$0.00225 each. 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.

On 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.

On 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.

On 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.

On 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.

Historically, our Group was comprised of Fitness Champs and Fitness Aquatics. We have undertaken a reorganization whereby the entire share capital of Northen Star was transferred to us resulting in our holding of the entire issued share capital of Northen Star directly and indirectly in Fitness Champs and Fitness Aquatics.

Organization Chart

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

A description of our principal operating subsidiaries is set out below.

Fitness Champs

Fitness Champs was incorporated in Singapore on December 5, 2012. Fitness Champs is our indirect wholly-owned subsidiary and has an issued share capital of 10,000 shares, all of which are held by Northen Star Limited, our direct wholly-owned subsidiary following an internal group reorganization on June 19, 2024. Fitness Champs carries on the business of sports education in the form of swimming lessons provided through government related contracts through Singapore’s national SwimSafer program.

Fitness Aquatics

Fitness Aquatics was incorporated in Singapore on July 15, 2015. Fitness Aquatics is our indirect wholly-owned subsidiary and has an issued share capital of 1,000 shares, all of which are held by Northen Star, our direct wholly-owned subsidiary following an internal reorganization on June 19, 2024. Fitness Aquatics provides sports education in the form of private swimming lessons.

BUSINESS

We believe we are one of the leading sports education providers in Singapore specializing in the provision of swimming programs to students, with more than 262 certified freelance swim coaches as of the date of this prospectus. We are one of the few swim education providers in Singapore that provides both (i) services to students under training programs funded by the Singapore Government and (ii) provision of customized private swimming training services. We offer general swimming lessons to children and adults, with ladies-only swimming lessons available, as well as aquatic sports classes such as competitive swimming and lifesaving. We believe in imparting the correct swim stroke techniques and skills to all of our students so that they can learn to swim within the shortest time span in a variety of strokes, ranging from freestyle, breaststroke, butterfly, survival backstroke and side kick. We aim to make swimming an enjoyable and affordable sport for children and adults, for water safety and as a way of keeping fit and healthy. We also plan to enter into other sports including pickleball, targeting to be a diversified sports education provider.

We are one of the largest providers of swimming lessons to children enrolled in public schools under the MOE through the SwimSafer program, and have been offering private swimming lessons to children, youths and adults under our brand “Fitness Champs” for more than 13 years since 2012.

As of the date of this prospectus, our Group has successfully obtained more than 1,040 contracts with schools through our designation by the MOE to provide SwimSafer programs. Over 191,000 students have been certified by our coaches through the SwimSafer program since 2013. During the same time period, we have worked with more than 12,000 students through private swim classes. Our founder, Ms. Lee, has been a swim coach for more than 26 years (since 1999) and is registered with the NROC. Please refer to the section entitled “Regulatory Environment” for more details.

We were awarded a contract with the MOE (the “Master Contract”) pursuant to a tender document that sets forth the specifications that Fitness Champs must satisfy in the provision of instructors for the SwimSafer program. The MOE, or any school owned and operated by the Singapore Government, may issue a purchase order under the Master Contract for the provision of instructors to conduct swimming classes under the Swimsafer Program pursuant to which Fitness Champs agrees to deliver the services as specified in the relevant purchase orders. All swimming instructors supplied by Fitness Champs is required to be registered with the MOE, and remain registered throughout the contract period. The MOE or the school agrees to the fees to Fitness Champs prescribed under the Master Contract on an hourly basis and for each instructor provided. The term of the original Master Contract went through October 2024 and was recently renewed for a term through December 2026. The MOE has the right to terminate the Master Contract by giving one-month written notice. Fitness Champs also agrees to indemnify the MOE against damages arising out of any claim by any workman or employee employed by Fitness Champs. The entirety of the terms of Master Contract and contract extension are provided in Exhibit 10.10 of this registration statement.

School-Based Swimming Lessons

We were awarded a contract through the MOE, to provide swimming lessons to students who are enrolled in public schools in Singapore as part of the SwimSafer program. The SwimSafer program is a national program in Singapore dedicated to promoting water safety and equip students with basic swimming and water survival skills to raise the standards of swimming proficiency in Singapore. Schools typically enroll the Primary 3 cohort of students (around 9 years old) for the SwimSafer program, which the MOE has made a mandatory part of the physical education curriculum for all primary school students in Singapore. Please refer to the section entitled “Regulatory Environment” for more information on the SwimSafer program in Singapore.

As of the date of this prospectus, our Group is one of 5 sports education providers approved by the MOE to provide swimming lessons under the SwimSafer program.

Our school-based swimming lessons are typically held between 8 am to 4 pm from Mondays to Fridays at public swimming pools in various regions of Singapore. School-based swimming classes are held during the academic months of the calendar year, and are not held during school holidays in the months of June and December.

As of the date of this prospectus, we have more than 262 certified freelance swim coaches that are registered with the MOE and Sport Singapore and qualified to provide swimming lessons to children enrolled in public schools in Singapore under the SwimSafer program.

Private Swimming Lessons and Aquatic Sports

We offer swimming lessons to children as young as 30 months of age, youths and adults at any swimming pool at the student’s convenience (for solo swim classes) and various public swimming pools in Singapore. We also offer aquatic sports classes to children, youths and adults at public swimming pools.

Our private swimming lessons are typically held after school during weekdays, and during the day throughout the year.

A description of the range of swimming lessons and aquatic sports classes that we currently offer are detailed as follows:

We have designed and tailored merchandise and apparel such as swimming goggles, swim caps, swim suits and various flotation devices to aid our swim coaches in our swimming lessons. All of our merchandise and apparel are embossed with our logo and brand name, “Fitness Champs” in deep marine blue and white. Visually, this enables us to efficiently distinguish our students and swim coaches in the swimming pools easily. All of our students who are taking swim lessons from us are required to wear our swimming caps, which clearly display the relevant SwimSafer stage that the particular student is undergoing, for safety and ease of identification.

In event of inclement weather, under safety regulations in Singapore, our swimming and aquatic sport classes may still proceed unless there is any lightning in the vicinity in which there will be a siren which will sound. If so, our coaches will conduct land training to improve strengthening and flexibility of our students and classes will still proceed on that basis.

School-Based Swimming Lessons

Inquiries from Schools

In 2020, we received our first tender award from the Government of Singapore (represented through the MOE), and we since have been engaged to provide swimming lessons under the SwimSafer program and swimming instructors in accordance with the fixed price rates as agreed between us and the Singapore Government for a specified duration of time. As such, we receive inquiries from public schools under the MOE in Singapore for provision of swimming lessons requesting information about engaging us to provide services under the SwimSafer program from time to time. Our master contract with MOE was renewed in October 2024 for a term through December 2026, at which time it will be subject to renewal.

Purchase Order issued by Schools

In the event that any public school wishes to contract our services to provide swimming lessons under the SwimSafer program, such school will issue a purchase order on our online portal for our acceptance. Such purchase order will specify details such as duration of contract in the provision of swimming lessons, name and address of school, total purchase order value and payment terms.

Allocation of Swim Coaches

Our administrative department will allocate the swimming lessons to our swim coaches who we engage as independent contractors, based on their preferred schedule and timings. In the event that any of the swim coaches is not available for a specific allocated slot, our administrative team will reach out to other swim coaches to take on such class.

In addition, in the event that some of our swim coaches are absent or unavailable, whether for travel, sickness or is otherwise unable to coach any specific allocated class, they are required to promptly notify our administrative team who will then reach out and assign such class to another swim coach engaged by us.

Delivery of Swimming Lessons

Our school-based lessons are held at public swimming complexes in Singapore. School-based swimming classes are usually held during the school day, excluding public holidays.

Private Swimming Lessons and Aquatic Sports

Inquiries for Swim Classes

We receive inquiries for our private swimming lessons and aquatic sports classes through referrals and recommendations. In addition, due to the wide pool of students that we teach under our school-based swimming program, we believe that there is market awareness of our brand, “Fitness Champs.”. We have found that many such inquiries are based on the families exposure to us through the SwimSafer program at their children’s school with the balance coming from word of mouth referrals from former and existing students and web-based searches. Parents and individuals interested in learning to swim, or competitive swimmers looking for advanced training will, through online inquiries via our website at https://www.fitnesschamps.sg, approach us with inquiries We will subsequently recommend the suitable swimming lessons to them or their children.

Registration of Account on Fitness Champs Portal

Students, or parents of students, who wish to sign up for our private swimming lessons and aquatic sports classes register on our website and provide basic personal information such as student’s and guardian’s name, date of birth and indicate preferred class and swimming complex, and start date. Students may opt for automatic monthly deductions of payment of class fees. Students may select general interbank recurring order (“GIRO”), PayNow or bank transfer as payment mode. If the GIRO option is selected, deductions will be made on a bi-monthly basis for swimming and test fees, with administrative fee charged for any failed GIRO deduction. If bank transfer option is selected, an administrative fee is charged for every collection.

Thereafter, students may log on to our portal and select the specific classes they wish to enroll for. We require a minimum of one-month’s prior written notice for the withdrawal of any swimming program, and deposit will be refunded to customers upon expiry of such notice assuming there no outstanding fees. In the event that there are outstanding fees not paid within 7 days from any payment reminder given by us, we may withdraw such student immediately and forfeit the deposit.

Delivery of Swimming Lessons

Our private swimming classes are typically held from the late afternoon to evenings from Mondays to Fridays, and during the day on Saturdays to Sundays, excluding public holidays. In the event that any student wishes to make up a specific class due to illness, we will request for a valid medical certificate to be provided together with the request for a replacement swim class, subject to approval. In addition, in the event of inclement weather, students will undergo land training instead and there will no cancellation of such classes.

Access to Online Student Portal

All of our students will have access to our online student portal at https://www.fitnesschamps.sg/student_login/. Students are able to access information related to their pre-booked swimming classes, including features such as class schedules, test results, invoices and payment. Students are also able to receive any news or updates from us, for instance, change of class schedule, through the messaging feature provided in the student portal.

Engagement of Swim Coaches

Referrals and Inquiries

We regularly receive referrals and inquiries from new swim coaches who wish to join us as an independent contractor to provide swimming classes. Our administrative team will reach out to such prospective swim coaches and obtain the requisite information and documents from them regarding their experience and availability, confirm their certifications, and provide our fee schedule and guidelines in conducting swimming lessons under our school-based swimming program or private swimming lessons.

Assessment and Checks

We conduct assessment and checks on all persons who wish to join us as a swim coach. Our administrative team will request for supporting documentation that such swim coach has the requisite qualifications, including a Bronze Medallion Award, a valid cardiopulmonary resuscitation (CPR) certificate, a SG-Coach Level 1 Theory Certificate (or the National Coaching Accreditation Program (NCAP) Level 1 Theory Certificate) and be of at least 18 years of age.

If such swim coach is engaged to provide any of our school-based swimming classes, we will also conduct checks to ensure that the coach is duly registered with the MOE in Singapore as a registered swimming coach.

Supervised Trial Classes

New swim coaches will work under a senior and experienced swim coach for the swim classes on a trial basis, until these new swim coaches are deemed to be capable of conducting their own swim classes by the senior and experienced swim coach. In the event that we find that the new swim coach is not suitable, we will not proceed to engage him/ her as one of our coaches.

Appointment of Swim Coach

Our swim coaches are required to sign a letter of appointment with us, in which such swim coaches can only undertake work on a fee basis exclusively as a coach through our swim program, save for swimming classes with private students who are not enrolled with us.

Generally, the material terms of appointment of swim coaches for provision of private swimming lessons and aquatic sports classes are as follows:

Development and Training

We require our swim coaches to fulfil the requirements needed to maintain a valid basic first-aid certification and registration with the NROC on an ongoing basis. Our administrative team will monitor the relevant validity period and expiry dates of the certifications and registrations of our swim coaches, and request for documentation evidencing updated certification and registration as and when required, so as to ensure that the swim coaches whom we engage are able to meet the continuous requirements as a certified swim coach in Singapore. We also engage external trainers from time to time on a quarterly basis to provide specialized training to certain swim coaches who may provide specialized swimming classes, such as swim classes for toddlers and beginners, or competitive swimming.

In addition, we regularly emphasize the importance of water safety for all of our swim coaches. We provide a structured set of guidelines to our swim coaches, which details the requirements for the various levels of our swim classes, and offers a structured program in which our students are able to improve swimming ability and water proficiency.

Safe Swimming Procedures and Guidelines

We recognize that safety is a fundamental aspect of all of our swim classes and aquatic sports classes, and we have established safety protocols in place to reduce the risk of injuries, drownings and deaths. We have established a set of safety guidelines which we provide to each of our swim coaches when we engage them, and we will let the swim coaches know immediately if there is any subsequent update to the safety guidelines.

Swimming Attire and Coding

Our students must wear proper swimming attire before our classes begin, which typically comprise of swimming goggles, swimming attire and a swimming cap. Students are required to wear our branded swimming caps that enable our swim coaches to easily differentiate and identify students of varying swimming abilities based on the 6 proficiency stages of the SwimSafer program, in which beginners, intermediate and advanced swimmers can easily be identified by the label on the swimming cap. For example, our beginner swimmers under Stage 1 will wear a blue swimming cap with large white font indicating the swimmer’s proficiency level on the swimming cap.

Illness or Open Wounds

Prior to the start of any of our swimming lessons or aquatic sports classes, our swim coaches will check with our students if they are feeling well, and look out for any respiratory illnesses and open wounds and/or rashes. If any of these symptoms are observed/found, students will not be allowed to attend such class for health reasons.

Entry into the Pool

Our students are supervised to enter the pool safely. Our swim coaches will brief and remind all students on how to enter safely into the water. Essentially, we ensure that students line up at the edge of the pool with their toes lining the edge of the pool, and to lean forward prior to jumping into the pool. This is to reduce risks of injury, as they may hit their head on the backwall of the swimming pool if such safety protocols are not adhered to.

For beginner level swim classes, we adhere the coach-to-student ratio guidelines issued by the Sport Singapore and MOE in Singapore. Our SwimSafer program classes have a coach-to-student ratio of a maximum of 10 students to 1 coach at any point in time.

Incident Management

All swim coaches engaged by us are required to possess a valid basic first aid certification, and are equipped with first aid skills to provide immediate assistance to students in the event of any incidents during any of our swim lessons or aquatic sports classes.

As of the date of this prospectus, we provide our classes only in public swimming pools in Singapore, in which there are lifeguards and/or trained on-site personnel on duty. In the event of any incident such as potential drowning or injury, our swim coaches are required to immediately bring such student out of the water and call for immediate help from the trained lifeguard and/or personnel in-charge at the swimming pool. These lifeguards will take over and depending on the nature of the incident, the lifeguard and/or personnel in-charge at the swimming pool may perform additional emergency care after the water rescue, which can range from performing cardiopulmonary resuscitation, treatment of wounds and helping such student regain composure to calm down. Our team will also contact the student’s parents or guardian to inform them of the incident and call for emergency assistance to bring such student to the hospital if the need arises. We will also investigate the cause of such incident to determine if any further measures need to be taken and assist the lifeguard in compiling a written incident report.

As of the date of this prospectus, there has not been any major incident involving serious injury or death of any of our students in any of our swim classes or aquatic sports classes.

OUR COMPETITIVE STRENGTHS

Our Directors believe that we have the ability to compete effectively against our competitors with the following competitive strengths:

We have an established track record and brand awareness in providing swimming lessons in Singapore.

We have operated since 2012 and have been enhancing our market presence in Singapore. We believe that our established reputation will enable us to compete effectively against the existing and potential competitors. We seek to strengthen our market position by increasing awareness and recognition our brand, “Fitness Champs” through increased market efforts.

We have strong and stable relationships with a large network of swim coaches in Singapore.

We enjoy strong and stable relationships with a large network of more than 262 certified freelance swim coaches certified to provide swimming lessons in Singapore, and that we engage to provide swimming lessons to the school-based swim program and private swim lessons. Most of our swim coaches have been working with us for several years, with a good track record.

We believe that our engagement and relationships with our pool of more than 262 certified freelance swim coaches place us in a position to offer more swimming lessons and aquatic sports classes in Singapore. We treat our swim coaches as an invaluable resource and we are committed to provide them with adequate training and development to support the vision and future growth of our business.

We are able to offer a stable stream of school-based swimming lessons in Singapore that enables to attract more swim coaches and students.

We are one of the few swimming schools engaged by the MOE to provide swimming lessons to students enrolled in Singapore public schools under the SwimSafer initiative spearheaded by the Singapore Government. This provides a stable base of recurring swimming classes and students for our swim coaches.

In addition, our reach in coaching a large number of students from our school-based program enables us to obtain referrals from students who wish to take up private swimming lessons and aquatic sports classes with us as well. As a result, we are able to achieve a critical mass of students and our swimming coaches are able to conduct regular swim classes.

Our founder and Executive Director has extensive experience in the industry and is supported by a dedicated management team.

We have a dedicated management team spearheading our business operations and driving our future growth plans. Our management team is led by our founder and Executive Director, Ms. Lee, who is a certified swim coach herself and has developed a reputation and strong track record with over 20 years in this industry.

BUSINESS STRATEGIES AND FUTURE PLANS

Our principal objective is to sustain continuous growth in our business and strengthen our market position in providing swimming lessons and aquatic sports by implementing the following business strategies and plans:

Geographical expansion into new markets in the region

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

We believe that with our established presence and our successful business model offering a structured swimming program in Singapore, there is potential to develop our business outside Singapore as other neighboring countries may not have similar structured program for swimming lessons and aquatic sports. We have identified Malaysia as an immediate potential market for our future business expansion.

Expansion of our business through acquisitions, joint ventures and/or strategic alliances

Leveraging our existing experiences and customer network, we plan to concentrate on expanding our business in Singapore as and when the opportunity arises. We plan to achieve such expansion through organic growth, and will consider suitable acquisitions, investments, strategic alliances and joint ventures to the extent such opportunities are seen to help us develop new business and gain entry to new markets. This has the potential to bring about economies of scale and spur growth.

As of the date of this prospectus, we are not engaged in any form of discussions with any party to acquire its business or form joint ventures or strategic alliances. We believe that our status as a listed company will position us to take advantage of any such opportunities that may arise. Should such opportunities arise, we intend to finance such acquisitions, joint ventures and/or strategic alliances through bank borrowings, internally generated funds and/or proceeds raised from future share placement or issuance, and we will seek approval, where necessary, from our shareholders as may be required by applicable laws and regulations.

REAL PROPERTY

A description of the real properties owned (through a long term lease) by Fitness Aquatics is as follows:

The 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.

The abovementioned property is acquired on July 3, 2026.

A description of the real property leased by Fitness Aquatics as a tenant is as follows:

INTELLECTUAL PROPERTY

Trademarks

Save as disclosed below, we do not own nor are we dependent on any registered trademark, patent or other intellectual property rights: