Fitness Champs Holdings Ltd 2026 Annual Report and Transition Report

FORM 20-F/A(Amendment No.2) ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF Date of event requiring this shell company report:Commission file number:333-282016 Fitness Champs Holdings Limited (Exact name of Registrant as Specified in its Charter) 7030 Ang Mo KioAvenue 5, #04-48NorthStar@AMK Joyce Lee Jue Hui, Chief Executive Officer+65 9061 48557030 Ang Mo KioAvenue 5, #04-48 Securities registered or to be registered pursuant to Section 12(g) of the Act:None(Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: The number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2025, after givingretrospective effect to the subsequent share re-designation and reverse share splits effected on January 23, 2026, February 12, 2026and May 4, 2026, was 18,427.00 Class A ordinary shares and 19,350.78 Class B ordinary shares, each with a par value of US$0.00225 Prior to the retrospective effect of the subsequent share re-designation and reverse share splits, the Company had 17,000,000 ordinaryshares outstanding with a par value of US$0.000005 per share as of December 31, 2025. The number of outstanding shares of each of the issuer’s classes of capital or common stock as of June 11, 2026, was 1,299,391 ClassA ordinary shares and 19,351 Class B ordinary shares, each with a par value of US$0.00225 per share, representing an aggregate of1,318,742 ordinary shares outstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definitionof “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: ☒U.S. GAAP Indicate by check mark whether the registrant has filed a report on and attestation to its management’s of assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262 (b)) by Yes☐No☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registranthas elected to follow: Item 17☐Item 18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15 (d) ofthe Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court: EXPLANATORY NOTE Fitness Champs Holdings Limited (the “Company”) is filing this Amendment No. 2 to its Ann