{"url_path":"/sec/fchl/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 ** **Information on the Company**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2023796/0001493152-26-023516-index.html","accession_number":"0001493152-26-023516","cik":"0002023796","ticker":"FCHL","issuer_name":"Fitness Champs Holdings Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2023796/0001493152-26-023516-index.html","primary_entity_key":"0002023796","primary_entity_name":"Fitness Champs Holdings Ltd"},"word_count":1503,"has_tables":true,"body_markdown":"**Item 4.** **Information on the Company**\n\n** **\n\n**History**\n\n \n\nOur\nprincipal subsidiary, Fitness Champs, was incorporated as an exempt private company limited by shares in Singapore in 2012 under the\nSingapore Companies Act of 1967, as amended (the “Singapore Companies Act”) under the name of “Fitness Champs Pte.\nLtd.” Previously, the business was a sole proprietorship operated by Ms. Lee under the business name “Fitness Champs.”\nFitness Champs operates school-based swimming lessons. In 2015, Fitness Aquatics was incorporated as an exempt private company limited\nby shares company in Singapore under the Singapore Companies Act under the name of “Fitness Champs Aquatics Pte. Ltd.,” mainly\nto provide private swimming and aquatic sports lessons.\n\n** **\n\nIn\n2020, Fitness Champs won the tender by the Singapore Government (represented by the MOE) to provide swimming lessons to public schools\nin Singapore as part of the SwimSafer program. As of the date of this annual report, Fitness Champs is one of five vendors contracted\nby the Singapore Government (through the MOE) and in 2023 was the largest program as measured by bookings to provide swimming lessons\nunder the SwimSafer program in Singapore, serving approximately 30% of the students that participated in this program in 2023.\n\n \n\nIn\n2022, we purchased an office located at 7030 Ang Mo Kio Avenue 5 #09-102 Singapore 569880 with an approximate area of 850 square feet.\nIn 2024, we shifted to larger premises at 7030 Ang Mo Kio Avenue 5 #04-48 Northstar@AMK Singapore 569880 with an approximate area of\n1,036 square feet, to accommodate additional manpower as we continue to grow our business.\n\n \n\nOver\nthe last decade, we have become one of the biggest sports education school specializing in swimming in Singapore.\n\n \n\nAs\nof the date of this annual report, our Group is comprised of the Company and its subsidiaries, Northen Star, Fitness Champs and Fitness\nAquatics.\n\n \n\n \n**Year**\n** **\n**Milestones**\n\n \n1999\n \nMs.\nLee first obtained her swim coach certification\n\n \n2009\n \nThe\nsole proprietorship business was awarded its first contract to provide swimming lessons to public schools by the Singapore Government\n\n \n2012\n \nFitness\nChamps was established to take over the business carried on under the sole proprietorship\n\n \n2015\n\n \nFitness\nAquatics was established to provide private swimming classes and aquatic sports lessons\n\n \n2016\n \nFitness\nChamps was recognized as a Top 100 SME (Small and Medium Enterprise) in Singapore by the Singapore Award Association\n\n \n2020\n \nFitness\nChamps was granted the tender from the Singapore Government (represented by the MOE) to provide swimming lessons under the SwimSafer\nprogram in Singapore\n\n \n2022\n \nPurchased\nan office located at 7030 Ang Mo Kio Avenue 5 #09-102 Singapore 569880\n\n \n2024\n \nMoved\nto larger premises at 7030 Ang Mo Kio Avenue 5 #04-48 Northstar@AMK Singapore 569880\n\n \n2025\n \nClosed\nan initial public offering on September 5, 2025. Created Fitness Champs (Dubai) in anticipation of expanding to Dubai in 2026.\n\n \n2026\n \nExpanded\nswim lesson offerings in Dubai.\n\n \n\n19\n\n \n\n \n\n**Corporate\nStructure**\n\n \n\nOur\nCompany was incorporated in the Cayman Islands on February 15, 2024 under the Companies Act as an exempted company with limited liability.\nOur 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\nincorporation, one ordinary share was transferred to Ms. Lee for cash at par. Ms. Lee then transferred such one share to her wholly-owned\ncompany, 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\nshare capital of the proposed holding company of Fitness Champs and Fitness Aquatics for US$470,000. On June 19, 2024, Big Treasure,\nEasy Builder, Creative Path, Fuji, Biostar, and True Height subscribed for approximately 64.72%, 19.09%, 4.90%, 4.90%, 4.44% and 1.95%\nof the issued share capital of our Company respectively. On June 19, 2024, Big Treasure and Fuji transferred their entire equity interest\nin Northen Star to us in consideration of our allotment and issue to each of them one Share credited as fully paid.\n\n \n\nOn\nOctober 2, 2024, for purposes of recapitalization in anticipation of the initial public offering, the Company effected a 1:200 forward\nstock split and changed authorized share capital to $500,000 divided into 100,000,000,000 ordinary shares, par value of $0.000005 each.\nConcurrently, Big Treasure surrendered 3,235,950 ordinary shares, Creative Path surrendered 245,000 ordinary shares, Easy Builder surrendered\n954,500 ordinary shares, Biostar surrendered 222,000 ordinary shares, True Height surrendered 97,500 ordinary shares and Fuji surrendered\n245,050 ordinary shares to the Company, respectively or 25.0% of their shareholdings each.\n\n \n\nHistorically,\nour Group was comprised of Fitness Champs and Fitness Aquatics. We have undertaken a reorganization whereby the entire share capital\nof Northen Star was transferred to us resulting in our holding of the entire issued share capital of Northen Star directly and indirectly\nin Fitness Champs and Fitness Aquatics.\n\n \n\nOn\nJanuary 23, 2026, at an extraordinary general meeting, our shareholders approved (i) a reverse share split of at least 2 shares to 1\nand up to 50 shares to 1; and (ii) on a pre-reverse share split basis, a reclassification of shares whereby authorized share capital\nof the Company was re-classified and re-designated such that the share capital of the Company is US$500,000 divided into (a)\n80,000,000,000 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\na 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. On\nFebruary 12, 2026, our board of directors approved a 15:1 reverse share split of our issued and authorized shares, such that the\nshare capital of the Company will be US$500,000 divided into (a) 5,333,333,333.33 Class A Ordinary Shares of a nominal or par value\nof 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)\n666,666,666.66 preferred shares of a nominal or par value of US$0.000075.\n\n \n\nOn March 20, 2026, at an extraordinary general meeting, our shareholders approved a share consolidation in a range\nof 2 to 1 to not more than 250 to 1, with the exact ratio set at 30 to 1 by our board of directors, which share consolidation went go\ninto effect on May 4, 2026.\n\n \n\nUnless\notherwise indicated, all share and per share information in this annual report supplement reflect this reverse share split. The financial\nstatements and other financial information incorporated by reference into this annual report supplement as of the date of this annual\nreport supplement do not reflect the reverse share split and continue to present historical share and per share amounts on a pre-reverse\nsplit basis.\n\n \n\n20\n\n \n\n \n\nOn\nMarch 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\nto be further determined by our board of directors, such that upon the reverse share split becoming effective, the share capital of our\nCompany 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;\n(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\nof a nominal or par value of US$0.00225 each. On April 29, 2026, our board of directors have further resolved that the reverse share split will take effect on\nMay 4, 2026.\n\n \n\nThe\ncurrently issued 37,777.78 shares of a nominal or par value of US$0.00225 each in the Company were re-designated and re-classified\nsuch that the ordinary shares previously held by Big Treasure were re-designated and re-classified as 19,350.78 Class B Ordinary Shares\neach with 50 votes per share and the 18,427 shares held by the remaining shareholders were re-designated and re-classified as Class\nA Ordinary Shares each with 1 vote per share.\n\n \n\n**Organization\nChart**\n\n \n\nThe\nchart below sets out our corporate structure as at the date of this form.\n\n \n\n \n\nA\ndescription of our principal operating subsidiaries is set out below.\n\n \n\n**Fitness\nChamps**\n\n \n\nFitness\nChamps was incorporated in Singapore on December 5, 2012. Fitness Champs is our indirect wholly-owned subsidiary and has an issued share\ncapital of 10,000 shares, all of which are held by Northen Star Limited, our direct wholly-owned subsidiary following an internal group\nreorganization on June 19, 2024. Fitness Champs carries on the business of sports education in the form of swimming lessons provided\nthrough government related contracts through Singapore’s national SwimSafer program.\n\n \n\n**Fitness\nAquatics**\n\n \n\nFitness\nAquatics was incorporated in Singapore on July 15, 2015. Fitness Aquatics is our indirect wholly-owned subsidiary and has an issued share\ncapital of 1,000 shares, all of which are held by Northen Star, our direct wholly-owned subsidiary following an internal reorganization\non June 19, 2024. Fitness Aquatics provides sports education in the form of private swimming lessons.\n\n \n\n21\n\n \n\n \n\n**Business\nstrategies**\n\n \n\nOur\nprincipal objective is to sustain continuous growth in our business and strengthen our market position in the provision of swimming lessons\nand aquatic sports by implementing the following business strategies and plans:\n\n \n\n \n●\nGeographical expansion\ninto new markets in the region\n\n \n●\nExpansion of our business\nthrough acquisitions, joint ventures and/or strategic alliances"}