Fitness Champs Holdings Limited filed a Form 6-K on November 12, 2026, reporting the voting results of its annual general meeting held that same day, at which shareholders approved two share consolidation resolutions and an amended memorandum and articles of association.

Key Highlights

  • Meeting date and quorum: The annual general meeting was held on November 12, 2026 at 10:00 a.m. Singapore Time, with holders representing 1,004,167 votes, or approximately 44.30% of total voting power, present in person or by proxy.
  • Record date share count: As of October 22, 2026 (Singapore time), there were 1,318,742 Ordinary Shares outstanding, comprising 1,299,391 Class A Ordinary Shares (one vote each) and 19,351 Class B Ordinary Shares (50 votes each).
  • First Share Consolidation approved: Resolution 1 passed, consolidating every two existing shares of each class into one, raising par value from US$0.00225 to US$0.0045 per share, with 98.85% of votes cast in favor.
  • Amended articles adopted: Resolution 2, a special resolution to adopt the Fourth Amended and Restated Memorandum and Articles of Association reflecting the First Share Consolidation, passed with 98.79% of votes cast in favor.
  • Second Share Consolidation conditionally approved: Resolution 3 would consolidate every 100 Consolidated Class A, Class B, and Preferred Shares (par value US$0.0045 each) into one share of par value US$0.45 each, subject to conditions including the First Share Consolidation taking effect and the company receiving aggregate gross proceeds of not less than US$5,000,000 from a public offering on or before December 15, 2026.
  • Fractional shares: The filing states that no fractional shares will be issued in connection with the First Share Consolidation; any fractional entitlement will be rounded up to the next whole number.

Fitness Champs Holdings Shareholders Vote on Share Consolidations at November 2026 AGM

According to the Form 6-K filed with the U.S. Securities and Exchange Commission, Fitness Champs Holdings Limited (NASDAQ:FCHL) held its annual general meeting on November 12, 2026 at its Singapore location. The record date for shareholder voting was October 22, 2026 (Singapore time). The company disclosed that 1,299,391 Class A Ordinary Shares and 19,351 Class B Ordinary Shares were outstanding at that date, with Class B shares carrying 50 votes each for a total of 967,550 votes attributable to that class.

The filing reports that Resolution 1, an ordinary resolution authorizing the First Share Consolidation, received 976,030 votes in favor (98.85% of votes cast), 10,172 against, and 1,152 abstentions. Under this consolidation, every two shares of each class would be combined into one, and authorized share capital would change from US$23,000,000 divided into approximately 10,177,777,777.78 Class A shares, 22,222,222.22 Class B shares, and 22,222,222.22 preferred shares at US$0.00225 par value each, to US$23,000,000 divided into approximately 5,088,888,888.89 Class A shares, 11,111,111.11 Class B shares, and 11,111,111.11 preferred shares at US$0.0045 par value each. Resolution 2, a special resolution to adopt the Fourth Amended and Restated Memorandum and Articles of Association reflecting that consolidation, received 975,376 votes in favor (98.79% of votes cast) and was also declared passed.

Resolution 3, covering a Second Share Consolidation at a ratio of 100-to-1 (resulting in a par value of US$0.45 per share), was conditional upon, among other things, the First Share Consolidation taking effect and the company receiving gross proceeds of not less than US$5,000,000 from a public offering pursuant to a Form F-1 registration statement on or before December 15, 2026. The filing identifies this date as the "Fundraising Deadline." The Second Consolidation Effective Date must also fall on or before December 15, 2026, as determined by the board of directors.

What Was Disclosed

Fitness Champs Holdings Limited reported the voting outcomes of its November 12, 2026 annual general meeting, including approval of a two-step share consolidation plan and adoption of amended corporate governance documents, via a Form 6-K filing.