IPO - Fitness Champs Holdings Ltd

Form Type: F-1/A

Filing Date: 2025-05-30

Corporate Action: Ipo

Type: Update

Accession Number: 000164117225013102

Filing Summary: This document is an Amendment No. 1 to the Registration Statement on Form F-1 for Fitness Champs Holdings Limited, filed with the SEC on May 30, 2025. It serves as an exhibits-only filing, maintaining the content from the original filing on May 19, 2025, while introducing specific exhibits and details including indemnification of directors and executives under Cayman Islands law. The company is characterized as an emerging growth company and intends to commence public sale after the registration statement's effective date. The amendment does not change the terms of the previous filing significantly but includes updates to the registration, specifically emphasizing the nature of indemnification, the issuance of unregistered securities in the past three years, and commitments by the registrant to update information as needed until the offering is completed. It details the company's compliance with the Securities Act and outlines responsibilities in the case of a legal claim for indemnification.

Form Type: F-1

Filing Date: 2025-05-19

Corporate Action: Ipo

Type: New

Accession Number: 000164117225011509

Filing Summary: Fitness Champs Holdings Limited filed its registration statement under the Securities Act of 1933 to conduct an initial public offering (IPO) of 3,750,000 ordinary shares. The offering consists of 2,000,000 ordinary shares offered by Fitness Champs and 1,750,000 ordinary shares by selling shareholders. The expected offering price is between US$4.00 and US$5.00 per share, pending approval for listing on the Nasdaq Capital Market under the symbol 'FCHL'. The company anticipates receiving gross proceeds of US$15,000,000 if all shares are sold at the lowest price, with no proceeds going to the company from the sale of shares by the selling shareholders. Upon completion of the offering, Ms. Joyce Lee Jue Hui will control approximately 51.2% of the voting power. The filing also indicates that the registrant is categorized as an 'Emerging Growth Company' and 'Foreign Private Issuer', allowing it to benefit from reduced reporting requirements. The registration statement is still subject to an effective date.

Form Type: CORRESP

Filing Date: 2025-03-27

Corporate Action: Ipo

Type: New

Accession Number: 000164117225000830

Filing Summary: Fitness Champs Holdings Limited has submitted a request to the U.S. Securities and Exchange Commission for the acceleration of the effective date of its Registration Statement on Form F-1 (File No. 333-282016). The Company seeks for the registration to become effective at 4:30 p.m. Eastern Time on March 31, 2025, or as soon thereafter as possible. They acknowledge that the Commission’s declaration of effectiveness does not exempt them from full responsibility for the adequacy of the disclosures and cannot be used as a defense in enforcement proceedings. The Company has requested oral confirmation of the effective date and a written order verifying the effective time be sent to their counsel at TroyGould PC.

Form Type: CORRESP

Filing Date: 2025-03-27

Corporate Action: Ipo

Type: New

Accession Number: 000164117225000831

Filing Summary: Fitness Champs Holdings Limited has filed a request for acceleration of the effectiveness of its Registration Statement on Form F-1 (File No. 333-282016), which relates to a public offering of ordinary shares. The request is to declare the Registration Statement effective on March 31, 2025, at 4:30 p.m. Eastern Time. The underwriter, Bancroft Capital, LLC, confirms its awareness of obligations under the Securities Act and its compliance with related regulations for the distribution of the preliminary prospectus.

Form Type: F-1/A

Filing Date: 2025-03-24

Corporate Action: Ipo

Type: Update

Accession Number: 000164117225000232

Filing Summary: Fitness Champs Holdings Limited filed Amendment No. 6 to its Registration Statement on Form F-1. This filing is an exhibits-only amendment, which includes the facing page, an explanatory note, Part II of the Registration Statement, signature pages, and filed exhibits. The company is registered in the Cayman Islands and is an emerging growth company defined by the Securities Act of 1933. It plans to commence the sale of securities to the public as soon as practicable after the effective date of this registration statement. The holding company is also providing indemnification to its directors and officers to the fullest extent permitted under the laws of the Cayman Islands, except in instances of dishonesty, willful default, or fraud. The filing also includes information on recent unregistered securities sold and acknowledges the SEC's position on indemnification provisions. This amendment does not change any previously disclosed material information in its registration statement and serves to ensure compliance with ongoing requirements under the Securities Act.

Form Type: DRSLTR

Filing Date: 2024-06-26

Corporate Action: Ipo

Type: Update

Accession Number: 000149315224025192

Filing Summary: Fitness Champs Holdings Limited has filed a Draft Registration Statement on Form F-1 in response to comments from the SEC regarding their planned initial public offering (IPO). The company, which claims to be a leading sports education provider in Singapore, has addressed multiple SEC comments related to its corporate governance practices, risk factors, business disclosures, and financial statements. Notably, the company clarified its intentions regarding the adoption of home country corporate governance practices and confirmed their compliance with local regulatory requirements. In the amended Form F-1, the company provides extensive details about its market position, having captured significant portions of the swimming education market through its SwimSafer Program. The revisions include specifics on potential risks related to stock exchange listing, shareholder details, dividend policies, and their financial activities categorized as non-cash. The company emphasizes that dividend declarations made after the balance sheet date will not impact their financial disclosures due to the timing and nature of those dividends. Thus, the document reflects ongoing preparations for their IPO, aiming to ensure all disclosures meet SEC requirements before proceeding with market offerings.