Fitness Champs Holdings Ltd美股招股说明书(2025-09-04版)

Fitness Champs Holdings Limited 2,113,500Ordinary Shares This prospectus relates to the resale of 2,113,500 ordinary shares, of par value US$0.000005 per share (the “Ordinary Shares”) by Easy Builder Limited (“EasyBuilder” or the “Resale Shareholder”) We will not receive any proceeds from the sale of the Ordinary Shares to be sold by the Resale Shareholder.Neither the ResaleShareholder nor any of the natural persons who control the Resale Shareholder has held any position, office or had any material relationship with the Company or anyof its subsidiaries predecessors or affiliates within the past three years from the date of the filing of the registration statement. Any sales of shares sold by the Resale Shareholder will take place after our initial public offering, which is set at US$4.00 per Ordinary Share. Thereafter, any sales willoccur at prevailing market prices or in privately negotiated prices. No sales of the shares covered by this prospectus shall occur until the Ordinary Shares sold in ourinitial public offering begin trading on the Nasdaq Capital Market. The distribution of securities offered hereby may be effected in one or more transactions that maytake place in ordinary brokers’ transactions, privately negotiated transactions or through sales to one or more dealers for resale of such securities as principals. Usualand customary or specifically negotiated brokerage fees or commissions may be paid by the Resale Shareholder. On September 3, 2025, a registration statement under the Securities Act with respect to our initial public offering of Ordinary Shares was declared effective by theSecurities and Exchange Commission. We received approximately US$6.08 million in net proceeds from the offering after payment of underwriting discounts andcommissions and estimated expenses of the offering. Concurrent with our initial public offering, our Ordinary Shares were listed on the Nasdaq Capital Market or another national securities exchange under the symbol“FCHL.” Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon theadequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment.See Risk Factorsbeginning on page13 toread about factors you should consider before buying our 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 publiccompany reporting requirements. Please see Implications of Being an Emerging Growth Company and Implications of Being a Foreign Private Issuer beginning on page11 and page 11 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 ouroperations through our wholly-owned subsidiaries, Fitness Champs Pte. Ltd and Fitness Champs Aquatics Pte. Ltd, in Singapore. The Ordinary Shares offered in thisoffering are shares of the holding company that is incorporated in the Cayman Islands as an exempted company. Investors of our 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% equityinterests in Fitness Champs Pte. Ltd and Fitness Champs Aquatics Pte. Ltd. Upon completion of this offering, our issued and outstanding shares will consist of 17,000,000 Ordinary Shares. We are a “controlled company” as defined underNasdaq Capital Market Marketplace Rule 5615(c) because, immediately after the completion of this offering, Ms. Joyce Lee Jue Hui will control, through her wholly-owned company Big Treasure Investments Limited, 8,707,850 Ordinary Shares representing approximately 51.2% of the voting power of our issued and outstandingOrdinary Shares. Although we do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption inthe future. If we elected to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors and ournominating and corporate governance and remuneration committees might not consist entirely of independent directors upon closing of the offering set forth in thisprospectus. The date of this prospectus is September 4, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1PRESENTATION OF FINANCIAL INFORMATION2MARKET AND INDUSTRY DATA3SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS4CONVENTIONS THAT APPLY TO THIS PROSPECTUS5PROSPECTUS SUMMARY7RISK FACTORS13ENFORCEABILITY OF CIVIL LIABILITIES31USE OF PROCEEDS33DIVIDENDS A