Fitness Champs Holdings Ltd 6-K, filed Dec 29, 2025
Fitness Champs Holdings Ltd (FCHL)
About this 6-K
Fitness Champs Holdings Ltd filed this 6-K on December 29, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2025
Commission
File Number
| (Exact name of registrant as specified in its charter) |
Not Applicable
(Translation of Registrant’s Name Into English)
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| (Address of principal executive offices) | (Zip Code) |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
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Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
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INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Unaudited Interim Condensed Financial Results for the Six Months Ended June 30, 2025
On December 29, 2025, Fitness Champs Holdings Limited (the “Company”) released its unaudited interim condensed financial statements for the six months ended June 30, 2025 (the “Six-Month Financials”). In addition, the Company released certain supplementary financial information relating to the six months ended June 30, 2025 (“Supplemental Financial Information”).
The Supplemental Financial Information and the Six-Month Financials are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Report on Form 6-K and are incorporated by reference herein and into the Company’s Form 20-F, filed with the Securities and Exchange Commission.
Exhibit Index
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Fitness Champs Holdings Limited | |||
| Date: | December 29, 2025 | By | /s/ Joyce Lee Jue Hui |
| Joyce Lee Jue Hui | |||
| Chief Executive Officer and Executive Director | |||
Exhibit 99.1
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
Results of Operations
The following table sets forth certain operational data for the six months ended June 30, 2024 and 2025:
| Six Months Ended | ||||||||||||
| June 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Revenues | $ | 2,226 | 2,162 | 1,638 | ||||||||
| Cost of revenues | (1,450 | ) | (1,538 | ) | (1,166 | ) | ||||||
| Gross profit | 776 | 624 | 472 | |||||||||
| Operating expenses | ||||||||||||
| Selling and distribution expenses | (38 | ) | (205 | ) | (155 | ) | ||||||
| General administrative expenses | (562 | ) | (763 | ) | (578 | ) | ||||||
| Total operating expenses | (600 | ) | (968 | ) | (733 | ) | ||||||
| Profit (Loss) from operations | 176 | (344 | ) | (261 | ) | |||||||
| Other income (expense) | ||||||||||||
| Interest income | 5 | - | * | - | * | |||||||
| Interest expense | (13 | ) | (11 | ) | (8 | ) | ||||||
| Government grants | 2 | 91 | 69 | |||||||||
| Rental income | 13 | 16 | 12 | |||||||||
| Total other income, net | 7 | 96 | 73 | |||||||||
| Income (Loss) before income tax | 183 | (248 | ) | (188 | ) | |||||||
| Income tax expense | - | - | - | |||||||||
| NET INCOME (LOSS) | 183 | (248 | ) | (188 | ) | |||||||
| TOTAL COMPREHENSIVE INCOME (LOSS) | 183 | (248 | ) | (188 | ) | |||||||
* Below S$1,000/US$1,000
Revenues
Our breakdown of revenues in terms revenue stream for the six months ended June 30, 2024 and 2025, respectively, is summarized below:
| Periods Ended June 30, | Change | |||||||||||||||||||||||
| 2024 | % | 2025 | % | (%) | ||||||||||||||||||||
| S$’000 | S$’000 | S$’000 | ||||||||||||||||||||||
| Government sector | 954 | 42.9 | 972 | 45.0 | 18 | 1.9 | ||||||||||||||||||
| Private sector | 1,272 | 57.1 | 1,190 | 55.0 | (82 | ) | (6.4 | ) | ||||||||||||||||
| Total revenues | $ | 2,226 | 100.0 | $ | 2,162 | 100.0 | (64 | ) | (2.9 | ) | ||||||||||||||
In the following table, revenue is disaggregated by the timing of revenue recognition.
| Periods Ended June 30, | ||||||||
| 2024 | 2025 | |||||||
| S$’000 | S$’000 | |||||||
| Revenue recognition at a single point in time: | ||||||||
| Sales of merchandise | 4 | 4 | ||||||
| Revenue recognition over time: | ||||||||
| Swim fees | 2,222 | 2,158 | ||||||
| 2,226 | 2,162 | |||||||
Total revenue for the six months ended June 30, 2025 was approximately $2.16 million, representing a decrease of approximately $0.06 million, or 2.9%, compared to approximately $2.22 million for the same period in 2024. The decline was primarily attributable to a 2.9% decrease in swim fees, which fell from approximately $2.22 million in the prior-year period to approximately $2.16 million in the current period. The reduction in swim fees was mainly due to slightly lower enrolment levels during the period.
Cost of revenues
| Periods Ended June 30, | Change | |||||||||||||||||||||||
| 2024 | % | 2025 | % | (%) | ||||||||||||||||||||
| S$’000 | S$’000 | S$’000 | ||||||||||||||||||||||
| Government sector | 830 | 57.2 | 885 | 57.6 | 55 | 6.6 | ||||||||||||||||||
| Private sector | 620 | 42.8 | 653 | 42.4 | 33 | 5.3 | ||||||||||||||||||
| Total cost of revenues | $ | 1,450 | 100.0 | $ | 1,538 | 100.0 | 88 | 6.1 | ||||||||||||||||
Cost of revenue for the six months ended June 30, 2025 was approximately $1.54 million, compared to approximately $1.45 million for the six months ended June 30, 2024, representing an increase of 6.1%. Both the government and private segments contributed to this increase, with cost of revenue rising by approximately 6.6% and 5.3%, respectively, within these segments. The increase was primarily attributable to the revision of coaches’ fees effective January 1, 2025, which resulted in higher compensation costs when compared to the prior-year period. Our cost of revenue mainly comprises coaches’ fees (including salaries and benefits), entrance fees, merchandise costs, and assessment fees associated with the swim lessons delivered during the period
Gross profit
Gross profit for the six months ended June 30, 2025 was approximately $0.62 million, compared to approximately $0.78 million for the six months ended June 30, 2024. Gross profit margin was approximately 28.86% for the six months ended June 30, 2025, as compared to approximately 34.86% in the prior-year period. The decrease in gross profit was primarily attributable to higher cost of services, which increased from approximately $1.45 million to $1.54 million, mainly due to the revision of coaches’ hourly rates. Revenue also declined slightly from approximately $2.23 million to $2.16 million, reflecting lower enrolment levels during the period. The combined impact of increased service costs and reduced revenue resulted in lower gross profit for the current interim period.
Operating Expenses
Our operating expenses consist of selling and distribution expenses and general administrative expenses.
Selling and distribution expenses
Selling and distribution expenses increased significantly to approximately $0.21 million for the six months ended June 30, 2025, from approximately $0.04 million in the corresponding period of 2024. The substantial portion of the increase in marketing expenses, approximately $0.07 million, was spent on professional services. These services supported several strategic initiatives aligned with the Group’s planned expansion into Dubai, which is targeted to commence on January 1, 2026. The professional services covered activities such as prospect reporting, strategic planning, market assessment and profiling, as well as liaison and introduction efforts. These activities were key to laying the groundwork for the Group’s entry into the Dubai market. In addition, the Group invested approximately $0.03 million in rebranding efforts as part of the broader expansion strategy. This expenditure included updates to the company’s logo and the redesign of various promotional materials, such as flyers and letterheads, to reflect the new brand identity. These changes were necessary to ensure consistency and alignment across all marketing and communication platforms as the Group prepares for its expansion. The Group also allocated around $0.02 million for advertising campaigns with Google and Meta during the first half of 2025. These digital campaigns aimed at increasing brand awareness and driving engagement, with the goal of building a stronger online presence ahead of the Dubai expansion. The advertising efforts were part of a broader strategy to enhance visibility and attract potential customers both locally and internationally. The remaining marketing expenditure was mainly related to broader brand-building and promotional activities to support enrolment growth. As these activities were preparatory in nature and aligned with the Group’s strategic expansion objectives, they contributed to the overall increase in selling and distribution expenses for the period.
General administrative expenses
General and administrative expenses for the six months ended June 30, 2025 were approximately $0.76 million, compared to approximately $0.56 million for the same period in 2024, representing an increase of approximately $0.20 million, or 35.7%. The increase was primarily driven by higher employee compensation, which rose by approximately $0.20 million, or 45.8%, due to the salary revision effective January 1, 2025 and bonus payments made on June 30, 2025.
Total other Income (expense), net
Total other income increased significantly from approximately $7,000 for the six months ended June 30, 2024 to approximately $97,000 for the six months ended June 30, 2025. The increase was primarily attributable to total government grant of approximately $56,000 in support of the Group’s market expansion initiatives. The remainder of the increase was due to higher miscellaneous income recognized during the period.
Income Tax Expense
The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. Our Company’s subsidiaries mainly operate in Singapore that are subject to taxes in the jurisdictions in which they operate, as follows:
Cayman Islands
Fitness Champs Holdings Limited is an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.
BVI
Northen Star Limited is an exempted British Virgin Islands company and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States.
No provision for income tax expenses as we did not have taxable profits for the six months ended June 30, 2025 and 2024.
Net Income (Loss)
During the six months ended June 30, 2025, we incurred a net loss of approximately $0.25 million, as compared to approximately $0.18 million of comprehensive income for the six months ended June 30, 2024. The increase in net loss is primarily attributable to the increase in selling and distribution expenses and employees compensations (including salaries and employee benefits) increase.
For the six months ended June 30, 2025, our EBITDA was a loss of approximately US$0.19 million, compared to an income of approximately US$0.23 million for the six months ended June 30, 2024.
EBITDA refers to loss before tax, depreciation, amortization, finance costs, expenses incurred by the listed holding company.
Liquidity and Capital Resources
As of June 30, 2025, the Company’s negative operating cash flow and net current liability position raise substantial doubt about the Company’s ability to continue as a going concern. In assessing the going concern, management and the Board has considered the following:
1. Ongoing support from the director, demonstrated by the substantial related-party financing.
2. Potential equity financing or capital infusion as indicated by the historical increase in paid-in capital.
3. Cost management and lean operations.
4. Revenue improvement initiatives not reflected in balance sheet alone.
The Group also established a new subsidiary in Emirate of Dubai on October 30, 2025 in connection with its planned expansion, with operations scheduled to commence on January 1, 2026. Although management expects the expansion to provide future revenue opportunities, it is still at an early stage and its potential financial impact has not been factored into the going concern assessment.
If management is unable to execute this plan, there would likely be a material adverse effect on the Company’s business. These unaudited interim consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business
These unaudited interim consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will continue to operate for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.
The following table sets forth a summary of our cash flows for the six months ended June 30, 2024 and 2025 indicated:
| Periods Ended | ||||||||
| June 30, 2024 | June 30, 2025 | |||||||
| S$’000 | S$’000 | |||||||
| Net cash used in operating activities | $ | (4 | ) | $ | (254 | ) | ||
| Net cash used in investing activities | (47 | ) | (31 | ) | ||||
| Net cash (used in) provided by financing activities | (324 | ) | 444 | |||||
| Net (decrease) increase in cash and cash equivalents | (375 | ) | 159 | |||||
| Cash and cash equivalents at the beginning of the period | 815 | 315 | ||||||
| Cash and cash equivalents at the end of the period | $ | 440 | $ | 474 | ||||
Cash used in operating activities
Net cash used in operating activities amounted to approximately $254,000 for the six months ended June 30, 2025, compared to $4,000 for the same period in 2024. The lower cash outflow was primarily due to smaller increases in deposits, prepayments, and other receivables ($145,000 in June 30, 2025 vs $12,000 in June 30, 2024). Partially offsetting this were higher accounts payable and accrued liabilities ($119,000 vs $35,000). Non-cash adjustments, including depreciation and amortization of $49,000, helped reconcile the net loss of $248,000 to cash used in operations. Overall, while the Group recorded a net loss for the period, improvements in working capital contributed to a lower net cash outflow compared to the prior-year interim period.
Cash used in investing activities
Net cash used in investing activities for the six months ended June 30, 2025 was approximately $31,000, compared to approximately $47,000 for June 30, 2024. The increase in cash outflow was primarily due to the acquisition of an intangible asset of approximately $31,000 during the current period. Where there is similar of $52,000 of acquisition property and equipment in June 30, 2024. Overall, cash used in investing activities remained relatively modest and reflects the Group’s ongoing investment in operational and strategic assets.
Cash provided by financing activities
Net cash provided by financing activities for the six months ended June 30, 2025 was approximately $444,000, compared to net cash outflow of approximately $324,000 in the same period of 2024. The increase in net cash provided was mainly attributable to funds received from a director of approximately $530,000 during the period, partially offset by repayment of bank borrowings of $57,000, principal payments of lease liabilities of $18,000, and interest payments on bank borrowings and lease liabilities totalling to $10,000. No dividends were paid during the current period, compared to $300,000 paid in the prior-year period. Overall, financing activities provided the Group with a strong source of liquidity to support operations and strategic initiatives, including the planned Dubai expansion.
Inflation
Inflation and changing prices have not had a material effect on our business, and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future. However, our management will closely monitor price changes in our industry and continually maintain effective cost control in operations.
Off Balance Sheet Arrangements
As of June 30, 2025 and December 31, 2024, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our shareholders.
Critical Accounting Policies and Estimates
Revenue recognition
The Company adopts Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606) for all periods presented. The core principle underlying the revenue recognition of this ASU allows the Company to recognize revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer.
To achieve that core principle, the Company applies five-step model to recognize revenue from customer contracts. The five-step model requires the Company to (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the performance obligation is satisfied.
Recent accounting pronouncements
All new standards and amendments that are effective for annual reporting period commencing January 1, 2025 have been applied by the Company for the six months ended June 30, 2025. The adoption did not have material impact on the unaudited interim consolidated financial statements of the Company. A number of new standards and amendments to standards have not come into effect for the year beginning January 1, 2025, and they have not been early adopted by the Company in preparing these unaudited interim consolidated financial statements. None of these new standards and amendments to standards is expected to have a significant effect on the unaudited interim consolidated financial statements of the Company.
Exhibit 99.2
FITNESS CHAMPS HOLDINGS LTD AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED BALANCE SHEETS
| December 31, | June 30, | June 30, | ||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Assets | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||
| Accounts receivable | ||||||||||||
| Deposits, prepayments and other receivables | ||||||||||||
| Total current assets | ||||||||||||
| Non-current assets | ||||||||||||
| Property and equipment, net | ||||||||||||
| Intangible assets | ||||||||||||
| Right-of-use asset | ||||||||||||
| Total non-current assets | ||||||||||||
| Total Assets | $ | $ | ||||||||||
| Liabilities and Shareholders’ Equity | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||||||
| Bank borrowings | ||||||||||||
| Lease liabilities | ||||||||||||
| Amount due to director | ||||||||||||
| Income tax payable | ||||||||||||
| Total current liabilities | ||||||||||||
| Non-current liabilities | ||||||||||||
| Bank borrowings | ||||||||||||
| Total Liabilities | $ | $ | ||||||||||
| Commitments and contingencies | ||||||||||||
| Shareholders’ Equity | ||||||||||||
| Ordinary share, par value US$, shares authorized, share issued and outstanding * | $ | ** | $ | ** | ** | |||||||
| Additional paid-in capital | ||||||||||||
| Retained earnings (Accumulated losses) | ( | ) | ( | ) | ||||||||
| Forex reserve | ( | ) | ||||||||||
| Total Shareholders’ Equity (Deficit) | ( | ) | ( | ) | ||||||||
| Total Liabilities and Shareholders’ Equity (Deficit) | $ | $ | ||||||||||
| * | |
| ** |
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
| F-1 |
FITNESS CHAMPS HOLDINGS LTD AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
| 2024 | 2025 | 2025 | ||||||||||
| Six
Months Ended June 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Revenues | $ | |||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||||
| Operating expenses | ||||||||||||
| Selling and distribution expenses | ( | ) | ( | ) | ( | ) | ||||||
| General administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||
| Profit (Loss) from operations | ( | ) | ( | ) | ||||||||
| Other income (expense) | ||||||||||||
| Interest income | ** | ** | ||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||
| Government grants | ||||||||||||
| Rental income | ||||||||||||
| Total other income, net | ||||||||||||
| Income (Loss) before income tax | ( | ) | ( | ) | ||||||||
| Income tax expense | ||||||||||||
| NET INCOME (LOSS) | ( | ) | ( | ) | ||||||||
| Other comprehensive income (loss) | ||||||||||||
| Foreign currency adjustments | ( | ) | ||||||||||
| TOTAL COMPREHENSIVE INCOME (LOSS) | ( | ) | ( | ) | ||||||||
| Earnings (Loss) per ordinary share | ||||||||||||
| Basic and diluted | ** | ** | ||||||||||
| Weighted average number of ordinary shares | ||||||||||||
| Basic and diluted* | ||||||||||||
| * | |
| ** |
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
| F-2 |
FITNESS CHAMPS HOLDINGS LTD AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
| Number
of Shares* | Amount | Paid-in Capital |
(Accumulated Deficit) | equity (deficit) | ||||||||||||||||
| Ordinary Shares | Additional | Retained earnings | Shareholders’ | |||||||||||||||||
| Number
of Shares* | Amount | Paid-in Capital |
(Accumulated Deficit) | equity (deficit) | ||||||||||||||||
| S$ | S$’000 | S$’000 | S$’000 | |||||||||||||||||
| Balance as of January 1, 2024 | ** | ** | ||||||||||||||||||
| Share issued during the year | ||||||||||||||||||||
| Net income | - | |||||||||||||||||||
| Dividends | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of June 30, 2024 | ** | ** | ||||||||||||||||||
| Balance as of January 1, 2025 | ** | ** | ||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as at June 30, 2025 | ** | ** | ( | ) | ( | ) | ||||||||||||||
| Number
of Shares* | Amount |
Paid-in Capital |
(Accumulated Deficit) | Forex reserve | equity (deficit) | |||||||||||||||||||
| Ordinary Shares | Additional | Retained earnings | Shareholders’ | |||||||||||||||||||||
| Number
of Shares* | Amount |
Paid-in Capital |
(Accumulated Deficit) | Forex reserve | equity (deficit) | |||||||||||||||||||
| US$ | US$’000 | US$’000 | US$’000 | US$’000 | ||||||||||||||||||||
| Balance as of January 1, 2025 | ** | ** | | | ||||||||||||||||||||
| Balance | ** | ** | | | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency translation | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of June 30, 2025 | ** | ** | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Balance | ** | ** | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| * |
| ** |
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
| F-3 |
FITNESS CHAMPS HOLDINGS LTD AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
| 2024 | 2025 | 2025 | ||||||||||
| Six
Months Ended June 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Cash Flows From Operating Activities: | ||||||||||||
| Net profit (loss) | $ | $ | ( | ) | ( | ) | ||||||
| Adjustments to reconcile net profit (loss) to net cash used in operating activities: | ||||||||||||
| Amortization and depreciation | ||||||||||||
| Interest expense | ||||||||||||
| Interest on lease liability | ||||||||||||
| Interest income | ( | ) | * | * | * | |||||||
| Unrealised forex translation | ( | ) | ||||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable | ( | ) | ( | ) | ( | ) | ||||||
| Deposits, prepayments and other receivables | ( | ) | ( | ) | ( | ) | ||||||
| Accounts payable and accrued liabilities | ||||||||||||
| Income tax payable | ( | ) | ||||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash Flows From Investing Activities: | ||||||||||||
| Interest income | * | * | * | |||||||||
| Purchase of property and equipment | ( | ) | * | * | * | |||||||
| Purchase of intangible asset | ( | ) | ( | ) | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash Flows From Financing Activities: | ||||||||||||
| Dividend paid | ( | ) | ||||||||||
| Amount due from (to) director | ||||||||||||
| Payment of transaction cost in connection to the issuance of shares | ( | ) | ||||||||||
| Repayment of bank borrowings | ( | ) | ( | ) | ( | ) | ||||||
| Interest paid on bank borrowings | ( | ) | ( | ) | ( | ) | ||||||
| Principal payment of lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Payment of interest on lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||||||
| Effects of exchange rate changes on cash and cash equivalents | ( | ) | ||||||||||
| Net changes in cash and cash equivalents | ( | ) | ||||||||||
| Cash and cash equivalents at beginning of the period | ||||||||||||
| Cash and cash equivalents at end of the period | $ | $ | ||||||||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||||||
| Cash paid for interest | $ | ( | ) | $ | ( | ) | ( | ) | ||||
| Cash paid for income tax | $ | ( | ) | $ | ||||||||
| Interest income received | $ | $ | ||||||||||
| * |
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
| F-4 |
FITNESS CHAMPS HOLDINGS LTD AND SUBSIDIARIES
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025 AND 2024
Note 1. Organization, Description of Business and Going Concern
Fitness Champs Holdings Limited
Fitness Champs Holdings Limited was incorporated in the Cayman Islands on February 15, 2024 under the Companies Act as an exempted company with limited liability. The authorized share capital was US$ divided into Ordinary shares, par value US$ each at the time of incorporation. The initial one share was transferred to Ms. Lee on the same date for cash at par.
Fitness Champs Pte Ltd
Fitness Champs Pte Ltd (“Fitness Champs”) was incorporated in Singapore on December 5, 2012. Fitness Champs is our indirect wholly-owned subsidiary and has an issued share capital of shares, all of which are held by Northen Star Limited (“Northen Star”), our direct wholly-owned subsidiary following an internal group reorganization on June 19, 2024, whereby Ms. Lee transferred her entire shareholding interests in Fitness Champs of shares to Northen Star. Fitness Champs carries on the business of sports education in the form of swimming lessons provided through government related contracts through Singapore’s national SwimSafer program.
Fitness Champs Aquatics Pte Ltd
Fitness Champs Aquatics Pte Ltd (“Fitness Aquatics”) was incorporated in Singapore on July 15, 2015. Fitness Aquatics is our indirect wholly-owned subsidiary and has an issued share capital of shares, all of which is held by Northen Star, our direct wholly-owned subsidiary following an internal reorganization on June 19, 2024, whereby Ms. Lee transferred her entire shareholding interests in Fitness Aquatics of shares to Northen Star. Fitness Aquatics provides sports education in the form of private swimming lessons.
Northen Star
On December 12, 2023, Northen Star was incorporated in the British Virgin Islands with limited liability. Northen Star is authorized to issue a maximum of shares of a single class each with a par value of US$ each and the initial shares were held by Ms. Lee.
Fitness Champs Excellence Sports Academy LLC
Fitness Champs Excellence Sports Academy LLC (“Fitness Academy”) was incorporated in United Arab Emirates on 30 October 2025. Fitness Aquatics is our wholly-owned subsidiary and has an issued share capital of shares, all of which is held by Fitness Champs Aquatics Pte Ltd, our direct wholly-owned subsidiary. Fitness Academy provides sports education in the form of private swimming lessons.
Reorganization
On
June 19, 2024, the initial one share of the Company was transferred by Ms. Lee to Big Treasure Investments Limited (“Big Treasure”)
and each of Big Treasure, Biostar Developments Limited (“Biostar”), Easy Builder Limited (“Easy Builder”), Creative
Path Holdings Limited (“Creative Path”), True Height Limited (“True Height”) and Fuji Investment Limited (“Fuji”)
subscribed for ; ; ; ; ; and shares respectively for cash at par resulting in Big Treasure, Biostar,
Easy Builder, Creative Path, True Height, and Fuji holding approximately
On the same day, and contemporaneous with the above transaction, Ms. Lee transferred her entire shareholding interests in Northen Star, being the shares of Northen Star to Fitness Holdings and Fuji transferred its entire shareholding interest in Northen Star (being shares of Northen Star) to Fitness Holdings. The consideration is settled by Fitness Holdings allotting and issuing one share to Big Treasure (as Ms. Lee’s nominee) and one share to Fuji, credited as fully paid. Following such issue, Fitness Holdings issued share capital would be shares held as ; , ; ; ; and ; by Big Treasure, Biostar, Easy Builder, Creative Path, True Height and Fuji, respectively.
On October 2, 2024, the Board of Directors approved a restructuring of the Company’s share capital in connection with its proposed initial public offering. The authorised share capital of the Company, previously consisting of ordinary shares with a par value of US$ each, was subdivided on a 1:200 basis into ordinary shares of par value US$ each (the “Share Sub-Division”). Immediately following the Share Sub-Division, the shareholders surrendered an aggregate of ordinary shares of par value US$, reducing the Company’s issued share capital from shares to shares.
The Restructuring is considered as a merger of entities under common control. Under the guidance in ASC 805, for transactions between entities under common control, the assets, liabilities and results of operations, are recognized at their carrying amounts on the date of the Restructuring, which requires retrospective combination of the Company, Northen Star, Fitness Champs and Fitness Aquatics for all periods presented. The unaudited interim consolidated financial statements have been prepared as if the existing corporate structure had been in existence throughout all periods. This includes a retrospective presentation for all equity related disclosures, including issued shares and earnings per share, which have been revised to reflect the effects of the reorganization as of December 31, 2024.
After the Restructuring, the Company wholly owns Northen Star, which is domiciled in the British Virgin Islands. Northen Star in turn wholly owns Fitness Champs and Fitness Aquatics, which are all incorporated and domiciled in Singapore. The Company is headquartered in Singapore and conducts its operations domestically.
| F-5 |
Corporate Structure
Details of the Company and subsidiaries as of June 30, 2025 are set out below:
Schedule of Company and Subsidiaries
| Name | Incorporation Date |
Percentage of effective ownership |
Place
of Incorporation |
Fiscal Year |
Principal Activities | |||||
| Fitness Champs Holdings Ltd | - | |||||||||
| Northen Star Limited | ||||||||||
| Fitness Champs Pte Ltd | ||||||||||
| Fitness Champs Aquatics Pte Ltd |
Going concern
As of June 30, 2025, the Company’s negative operating cash flow and net current liability position raise substantial doubt about the Company’s ability to continue as a going concern. In assessing the going concern, management and the Board has considered the following:
1. Ongoing support from the director, demonstrated by the substantial related-party financing.
2. Potential equity financing or capital infusion as indicated by the historical increase in paid-in capital.
3. Cost management and lean operations.
4. Revenue improvement initiatives not reflected in balance sheet alone.
The Group also established a new subsidiary in Emirate of Dubai in October 30, 2025 in connection with its planned expansion, with operations scheduled to commence on January 1, 2026. Although management expects the expansion to provide future revenue opportunities, it is still at an early stage and its potential financial impact has not been factored into the going concern assessment.
If management is unable to execute this plan, there would likely be a material adverse effect on the Company’s business. These unaudited interim consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.
| F-6 |
Note 2. Summary of Signification Accounting Policies
The accounting policies applied for the six months ended June 30, 2025 and 2024 are consistent with those of the audited consolidated financial statements for the years ended December 31, 2024, 2023 and 2022, as described in those audited consolidated financial statements, except for the adoption of any new and amended accounting principles generally accepted in the United States of America (“US GAAP”) effective after the year ending December 31, 2024 which are relevant to the preparation of the June 30, 2025 unaudited interim consolidated financial statements.
Basis of presentation
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”).
Use of estimates
The preparation of the unaudited interim consolidated financial statements in conformity with US GAAP requires management of the Company to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and judgments.
In preparing the unaudited interim condensed consolidated financial statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended December 31, 2024, 2023 and 2022.
Basis of Consolidation
The unaudited interim consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.
On consolidation the entities should be combined for all periods that the relationship of common control started and the transaction would be treated as a capital transaction with any gain or loss on acquisition adjusted through equity. The consolidated entity would not recognize any goodwill and/or gain/losses from the acquisition and results of operations would be presented for all periods under common control.
The unaudited interim consolidated financial statements of the Company were prepared by applying the pooling of interest method. Accordingly, the results of the Company include the results of the subsidiaries for the year ended December 31, 2024 and period ended June 30, 2024 and 2025. Such manner of presentation reflects the economic substance of the companies, which were under common control throughout the relevant period, as a single economic enterprise, although the legal parent-subsidiary relationships were not established.
| F-7 |
Foreign Currency Translation and Transaction
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.
The accompanying consolidated financial statements are presented in the Singapore Dollar (“S$”), which is the reporting currency of the Company. In addition, the Company and subsidiaries are operating in Singapore, maintain their books and record in their local currency, Singapore Dollars, which is a functional currency as being the primary currency of the economic environment in which their operations are conducted.
Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred.
Translations
of the unaudited interim consolidated balance sheets, unaudited interim consolidated statements of operations and comprehensive income
and unaudited interim consolidated statements of cash flows from S$ into US$ as of and for the period ended June 30, 2025 are solely
for the convenience of the reader and were calculated at the rate of US$
Cash and cash equivalents
Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts. Cash equivalents consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments. The Company maintains most of its bank accounts in Singapore.
Accounts Receivable
Accounts receivables include trade accounts due from customers in the sale of products and services.
Accounts receivables are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms. The Company seeks to maintain strict control over its outstanding receivables to minimize credit risk. Overdue balances are reviewed regularly by senior management. Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate and provides allowance when necessary.
The Company makes estimates of expected credit losses for the allowance for doubtful accounts based upon its assessment of various factors, including (i) historical experience, (ii) the age of the accounts receivable balances, (iii) credit quality of its customers, (iv) current economic conditions, (v) reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. Expected credit losses are estimated on a pool basis when similar risk characteristics exist using an age-based reserve model. Receivables that do not share risk characteristics are evaluated on an individual basis. Estimates of expected credit losses on trade receivables are recorded at inception and adjusted over the contractual life.
The Company did not recognize any allowance for doubtful accounts and credit losses at June 30, 2025 and 2024.
The Company does not hold any collateral or other credit enhancements over its accounts receivable balances.
| F-8 |
Property and Equipment, net
Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:
Schedule of Property And Equipment Estimated Useful Lives
| Expected useful life | ||
| Computer & software | ||
| Fixtures and fittings | ||
| Leasehold industrial property | ||
| Renovations |
Expenditure for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.
Intangible Assets
The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits. Software, technology, and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted.
Intangible assets with finite useful lives are amortized over the estimated economic lives of the intangible assets as follows:
Schedule of Finite Useful Lives Amortized Intangible Assets
| Expected useful life | ||
| Software |
Impairment of Long-Lived Assets
In accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as property and equipment, right of use and intangible assets owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.
Revenue Recognition
The Company receives a certain portion of its non-interest income from contracts with customers, which are accounted for in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”).
ASC 606-10 provided the following overview of how revenue is recognized from the Company’s contracts with customers: The Company recognizes revenue on a gross basis to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.
Step 1: Identify the contract(s) with a customer.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price – The transaction price is the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer.
Step 4: Allocate the transaction price to the performance obligations in the contract – Any entity typically allocates the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract.
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation – An entity recognizes revenue when (or as) it satisfies a performance obligation by transferring a promised good or service to a customer (which is when the customer obtains control of that good or service). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. A performance obligation may be satisfied at a point in time (typically for promises to transfer goods to a customer) or over time (typically for promises to transfer service to a customer).
| F-9 |
The Company currently generates its revenue from the following main sources:
Revenue from goods sold and services provided
Revenue is measured based on the consideration specified in a contract with a customer. The Group recognizes revenue when it satisfies a performance obligation by transferring control of promised goods or services to the customer. The amount of revenue recognized is the amount of the transaction price allocated to the satisfied performance obligation. The amount of revenue presented is the amount net of goods and service taxes and discounts and referral rebates.
(i) School-based Swimming Lessons
Revenue from school-based swimming lessons is recognized over time when the Group satisfies its performance obligation by conducting swimming classes to the student.
(ii) Private swimming lessons and aquatic sports
Revenue from private swimming lessons and aquatics sports is recognized over time when the Group satisfies its performance obligation by conducting swimming classes to the student.
(iii) Sales of merchandise
Revenue from sales of merchandise is recognized at a point in time when the Group satisfies its performance obligation by transferring the control of a promised merchandise to the customer.
Government Grants
A government grant or subsidy is not recognized until there is reasonable assurance that: (a) the enterprise will comply with the conditions attached to the grant; and (b) the grant will be received. When the Company receives government grant or subsidies but the conditions attached to the grants have not been fulfilled, such government subsidies are deferred and recorded under other payables and accrued expenses, and other long-term liability. The classification of short-term or long-term liabilities is dependent on the management’s expectation of when the conditions attached to the grant can be fulfilled.
Selling and Distribution
Selling and distribution expenses include the costs of advertising, promotions and entertainment expenses.
Comprehensive Income
ASC Topic 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying statement of shareholder’s equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.
Income Taxes
Income taxes are determined in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC 740”).
Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
| F-10 |
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
For the year ended December 31, 2024 and period ended June 30, 2025, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2024 and June 30, 2025, the Company did not have any significant unrecognized uncertain tax positions.
The Company is subject to tax in local and foreign jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities.
Leases
Effective from January 1, 2020, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. ASC 842 requires that lessees recognize right-of-use assets and lease liabilities calculated based on the present value of lease payments for all lease agreements with terms that are greater than twelve months. It requires for leases longer than one year, a lessee to recognize in the statement of financial condition a right-of-use asset, representing the right to use the underlying asset for the lease term, and a lease liability, representing the liability to make lease payments. ASC 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured and presented in the statement of operations and statement of cash flows. ASC 842 supersedes nearly all existing lease accounting guidance under GAAP issued by the Financial Accounting Standards Board (“FASB”) including ASC Topic 840, Leases.
The accounting update also requires that for finance leases, a lessee recognize interest expense on the lease liability, separately from the amortization of the right-of-use asset in the statements of earnings, while for operating leases, such amounts should be recognized as a combined expense. In addition, this accounting update requires expanded disclosures about the nature and terms of lease agreements.
Segment Reporting
ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major clients in financial statements for detailing the Company’s business segments. Based on the criteria established by ASC 280, the Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews unaudited interim consolidated results when making decisions about allocating resources and assessing performance of the Company. As a whole and hence, the Company has only two reportable segments. As the Company’s long-lived assets are substantially located in Singapore, no geographical segments are presented.
Related Parties
The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.
Pursuant to section 850-10-20 the related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
| F-11 |
Commitments and Contingencies
In the normal course of business, the Company is subject to commitments and contingencies, including operating lease commitments, legal proceedings and claims arising out of its business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss will occur, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments on liability for contingencies, including historical and the specific facts and circumstances of each matter.
Concentration of credit risk
Financial
instruments consist of cash and cash equivalents and accounts receivable. Cash and cash equivalents are maintained with high credit quality
institutions, the composition and maturities of which are regularly monitored by management. As of June 30, 2024 and 2025, cash and cash
equivalents of $
For accounts receivable, the Company determines, on a continuing basis, the allowance for doubtful accounts based on the estimated realizable value. The Company identifies credit risk on a customer-by-customer basis. The information is monitored regularly by management. Concentration of credit risk arises when a group of customers having similar characteristics such that their ability to meet their obligations is expected to be affected similarly by changes in economic conditions.
Interest rate risk
The
Company’s interest-rate risk arises from bank borrowings. The Company manages interest rate risk by varying the issuance and maturity
dates of variable rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest
rates. As of June 30, 2024 and 2025, the borrowing interest rates were at the range of
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.
Fair value measurement
The Company follows the guidance of the ASC Topic 820-10, Fair Value Measurement and Disclosure (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
Level 1: Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;
Level 2: Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and
| F-12 |
Level 3: Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.
The carrying value of our financial instruments: cash and cash equivalents, accounts receivable, amount due from director, accounts payable and accrued liabilities are approximated at their fair values because of the short-term nature of these financial instruments.
Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Recent Accounting Pronouncements
All new standards and amendments that are effective for annual reporting period commencing January 1, 2025 have been applied by the Company for the six months ended June 30, 2025. The adoption did not have material impact on the unaudited interim consolidated financial statements of the Company. A number of new standards and amendments to standards have not come into effect for the year beginning January 1, 2025, and they have not been early adopted by the Company in preparing these unaudited interim consolidated financial statements. None of these new standards and amendments to standards is expected to have a significant effect on the unaudited interim consolidated financial statements of the Company.
Note 3 – Disaggregation of revenue
Schedule of revenue recognition disaggregated by timing
| 2024 | 2025 | |||||||
| Periods Ended June 30, | ||||||||
| 2024 | 2025 | |||||||
| S$’000 | S$’000 | |||||||
| Revenue recognition at a single point in time: | ||||||||
| Sales of merchandise | ||||||||
| Revenue recognition over time: | ||||||||
| Swim fees | ||||||||
| Revenue recognition disaggregated by timing total | ||||||||
Note 4 - Accounts receivable
As
of December 31, 2024 and June 30, 2025, the Company’s accounts receivable amounted to S$ and S$
For
the year ended December 31, 2024 and financial period ended June 30, 2025, the Company has
The Company generally conducts its business with creditworthy third parties. The Company determines, on a continuing basis, the probable losses and an allowance for doubtful accounts, based on several factors including internal risk ratings, customer credit quality, payment history, historical bad debt/write-off experience and forecasted economic and market conditions. Accounts receivable is written off after exhaustive collection efforts occur and the receivable is deemed uncollectible. In addition, receivable balances are monitored on an ongoing basis and its exposure to bad debts is not significant.
| F-13 |
Note 5 - Deposits, prepayments and other receivables
At June 30, 2025 and December 31, 2024, deposits, prepayments and other receivables consisted of the following:
Schedule of deposits, prepayments and other receivables
| December 31, | June 30, | |||||||
| 2024 | 2025 | |||||||
| S$’000 | S$’000 | |||||||
| Deposits | ||||||||
| Prepayments | ||||||||
| Other receivables | ||||||||
| Deposits, prepayments and other receivables total | $ | |||||||
Prepayments are costs incurred directly related to the proposed Public Offering and will be charged against the proceeds received upon completion of the offering, should the offering be unsuccessful, these deferred costs will be charged to the statement of operations.
Note 6 - Property and equipment, net
At December 31, 2024 and June 30, 2025, property and equipment consisted of the following:
Schedule of property and equipment, net
| December 31, | June 30, | |||||||
| 2024 | 2025 | |||||||
| S$’000 | S$’000 | |||||||
| Computer and software | ||||||||
| Furniture and fittings | ||||||||
| Leasehold industrial property | ||||||||
| Renovations | ||||||||
| Property and equipment, gross | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Leasehold Industrial Property under Operating Lease
The
Company owns a leasehold industrial property which is classified under property and equipment, as it is not held for sale or for investment
purposes. Although the property is currently leased to third parties under operating lease arrangements, its classification as property
and equipment is appropriate under U.S. GAAP because the property is not held for capital appreciation or investment income, and rental
activities are not part of the Company’s principal operations. The carrying value of the leased industrial property as of December
31, 2024 and June 30, 2025 is approximately to $
Rental
income recognized for the years ended June 30, 2024 and 2025 were S$
Depreciation
expenses for the period ended June 30, 2024 and 2025 were approximately to S$
Note 7- Intangible assets
Intangible assets consisted of the following:
Schedule of intangible assets
| December 31, 2024 | June 30, 2025 | |||||||
| S$’000 | S$’000 | |||||||
| At cost: | ||||||||
| Purchase software | ||||||||
| Less : Amortization | ( | ) | ( | ) | ||||
| Total | ||||||||
Amortization
expense for the period ended June 30, 2024 and 2025 were approximately to S$
| F-14 |
Note 8 - Right of use assets and operating lease liability
Operating lease
On
December 8, 2023, the Company entered into a new lease agreement for a lease term of two years for an office in Singapore. The Company
is committed to pay a total rental fee of approximately S$
Operating leases are included in the right-of-use assets, other current liabilities and long-term lease liabilities on the unaudited interim Consolidated Balance Sheets. Right-of-use assets and lease liabilities are recognized at each lease’s commencement date based on the present values of its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, the Company’s incremental borrowing rate is used based on information available at the lease’s commencement date to determine the present value of its lease payments. Operating lease payments are recognized on a straight-line basis over the lease term.
The
Company used a weighted average incremental borrowing rate of
As
of December 31, 2024, right-of-use assets were S$
As
of June 30, 2025, right-of-use assets were S$
Information pertaining to lease amounts recognized in the unaudited interim consolidated financial statements is summarized as follows:
Schedule of future minimum lease payments
| Operating leases | ||||
| S$’000 | ||||
| Periods Ended June 30, 2025 | $ | |||
| Less: Imputed interest | * | |||
| Present value of operating lease liabilities | ||||
| Operating lease liabilities – current | $ | |||
Note 9 - Accounts payable and accrued liabilities
At June 30, 2025 and December 31, 2024, accounts payable and accrued liabilities consisted of the following:
Schedule of accounts payables and accrued liabilities
December 31, 2024 | June 30, 2025 | |||||||
| S$’000 | S$’000 | |||||||
| Accounts payable | $ | $ | ||||||
| Other payables | ||||||||
| Accrued expenses | ||||||||
| Deposits received | ||||||||
| Deferred revenue | ||||||||
| Accounts payables and accrued liabilities | $ | $ | ||||||
Deferred revenue is a contract liability that the Company is obligated to transfer services to customers for which the Company has received advance swimming fees from customers in the form of cash. The balance of “deferred revenue” represents unfulfilled performance obligations in the sales agreement, i.e. services that have not yet been rendered. Once the service has been rendered, the amount in “deferred revenue” account is shifted to a revenue account.
| F-15 |
Note 10 - Bank borrowings
At June 30, 2025 and December 31, 2024, bank borrowings consisted of the following:
Schedule of bank borrowings
| repayments | interest rate | 2024 | 2025 | |||||||||||
| Term of | Annual | December 31 | June 30 | |||||||||||
| repayments | interest rate | 2024 | 2025 | |||||||||||
| S$’000 | S$’000 | |||||||||||||
| Term loans (unsecured) | Within
| % | ||||||||||||
| Property loan (secured) | Within
| (Dec
24) | % | |||||||||||
| Total: | ||||||||||||||
| Representing: - | ||||||||||||||
| Within 12 months | ||||||||||||||
| Between 2 – 3 years | ||||||||||||||
| Over 3 – 5 years | ||||||||||||||
| Over 5 years | ||||||||||||||
| Long term debt | ||||||||||||||
Term
loan of S$
Mortgage
loan of S$
The Company’s bank borrowings currently are guaranteed by a personal guarantee from Joyce Lee Jue Hui, director and shareholder of the Company.
Note 11 - Amount due to director
Amount due to director
The
amount due to director pertains to shareholder loans provided by Ms. Lee to the company to fund the offering costs. The original loan
amount was up to US$
The amounts are unsecured, interest-free and repayable on demand.
Note 12 - Equity
Authorized Shares
As of June 30, 2025, the Company has shares and par value of US$ per share.
Ordinary Shares
As
discussed in Note 1, the Company effected a
| F-16 |
Note 13 – Revenue by segment
In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews operation results by the revenue of different services. Based on management’s assessment, the Company has determined that it has two operating segments as defined by ASC 280 as follow:
| 1. | Swim fees | |
| 2. | Sales of merchandise |
Information regarding the results of each reportable segment is included below. Performance is measured based on segment revenue and gross profit, as included in the internal management reports that are reviewed by the Company’s CODM. Both segment revenue and gross profit are used to measure performance as management believes that such information is the most relevant in evaluating the level of activities and results of these segments.
Schedule of information by revenue
| Swim fees | Sales of merchandise | Total | ||||||||||
| For the period ended June 30, 2024 | ||||||||||||
| Swim fees | Sales of merchandise | Total | ||||||||||
| S$’000 | S$’000 | S$’000 | ||||||||||
| Revenue | ||||||||||||
| Gross profit (loss) | ( | ) | ||||||||||
| Swim fees | Sales of merchandise | Total | ||||||||||
| For the period ended June 30, 2025 | ||||||||||||
| Swim fees | Sales of merchandise | Total | ||||||||||
| S$’000 | S$’000 | S$’000 | ||||||||||
| Revenue | ||||||||||||
| Gross profit (loss) | ( | ) | ||||||||||
In accordance with ASC 280, Segment Reporting (“ASC 280”), we have only one reportable geographic segment. Sales are based on the countries in which the customer is located. For the periods ended June 30, 2024 and 2025, all of our revenue was derived from customers located in Singapore.
No segmental analysis of segment assets is disclosed because there is no asset information provided to the CODM.
Note 14 - Income tax
The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. Our Company’s subsidiaries mainly operate in Singapore that are subject to taxes in the jurisdictions in which they operate, as follows:
Cayman Islands
Fitness Champs Holdings Limited is an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.
BVI
Northen Star Limited is an exempted British Virgin Islands company and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States.
| F-17 |
Singapore
Fitness
Champs Aquatics Pte Ltd and Fitness Champs Pte Ltd are operating in Singapore and are subject to the Singapore tax law at the corporate
tax rate at
As
of June 30, 2025, the operation in Singapore incurred S$
The
Company has provided for a full valuation allowance against the deferred tax assets of S$
provision for income tax expenses as we did not have taxable profits for the six months ended June 30, 2025 and 2024.
The reconciliation of income tax rate to the effective income tax rate based on income before income taxes for the period ended June 30, 2024 and 2025 are as follows:
Schedule of reconciliation of income tax rate
June 30, 2024 | June 30, 2025 | |||||||
| S$’000 | S$’000 | |||||||
| Net income/(loss) before income taxes | $ | $ | ( | ) | ||||
| Statutory income tax rate | % | % | ||||||
| Income tax expense at statutory rate | ( | ) | ||||||
| Tax effect on non-deductible expenses | ||||||||
| Tax effect on non-taxable income | ( | ) | ||||||
| Corporate tax exemption | ( | ) | ||||||
| Corporate tax rebate | ( | ) | ||||||
| Unrecognized deferred tax asset | ||||||||
| Total tax provision | $ | $ | ||||||
| * | The
Company has reconciled to the Singapore corporate income tax rate of |
Uncertain tax positions
The Company evaluates the uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. The Company did not incur any interest and penalties related to potential underpaid income tax expenses for the six months ended June 30, 2024 and 2025 and also did not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from June 30, 2025.
Note 15 – Related party transactions
In the ordinary course of business, during the six months ended June 30, 2024 and 2025, the Company was involved in certain transactions, either at cost or current market prices, and on the normal commercial terms with related parties, mainly the collection of fees on behalf of the related entities.
Schedule of related party transactions
June 30, 2024 | June 30, 2025 | |||||||
| S$’000 | S$’000 | |||||||
| Nature of transactions | ||||||||
| Director/Shareholder | $ | $ | ||||||
| - Reimbursement fund for expenses paid on behalf of the Company | ||||||||
| - Other expenses paid on behalf by Joyce Lee Jue Hui | ( | ) | ( | ) | ||||
| - Loan advance to the Company | ( | ) | ( | ) | ||||
| - Repayment of loan | ||||||||
Note 16 - Concentrations and Risks
Concentrations
(a) Major customers
The Company does not have any significant concentrations of risk related to major customers. Given the dynamic nature of the business, the number of customers fluctuates frequently. Moreover, the individual impact of each customer on the business is minimal. Therefore, we do not anticipate this fluctuation in customer numbers to pose a significant risk to the business.
| F-18 |
(b) Major vendors
Due to the nature of the business, we engage in a network of coaches to operate and run our swimming classes. This causes the impact of each coach to be minimal and we do not foresee extreme disruption in the business if some coaches decide to leave the business.
(c) Credit Risk
Credit risk is the potential financial loss to the Company resulting from the failure of a customer or a counterparty to settle its financial and contractual obligations to the Company, as and when they fall due. As the Company does not hold any collateral, the maximum exposure to credit risk is the carrying amounts of trade and other receivables (exclude prepayments) and cash and cash equivalents presented on the unaudited interim consolidated balance sheets. The Company has no other financial assets which carry significant exposure to credit risk.
Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is more than 30 days past due in making contractual payment.
As
of December 31, 2024 and June 30, 2025, there was and $
(d) Interest rate risk
As the Company has no significant interest-bearing assets, the Company’s income and operating cash flows are substantially independent of changes in market interest rates.
The
Company’s interest-rate risk arises from bank borrowings. The Company manages interest rate risk by varying the issuance and maturity
dates of variable rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest
rates. As of December 31, 2024 and June 30, 2025, the borrowings were at the range of
(e) Exchange rate risk
The Company cannot guarantee that the current exchange rate will remain steady; therefore, there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate post higher or lower profit depending on the exchange rate of S$ converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.
(e) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.
Note 17 - Commitments and Contingencies
In the normal course of business, we are subject to loss contingencies, such as legal proceedings and claims arising out of our business, that cover a wide range of matters, including, among others, government investigations and tax matters. In accordance with ASC No. 450-20, “Loss Contingencies”, we will record accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In the opinion of management of the Company, there were no pending or threatened claims and litigation as of June 30, 2025 and through the date of the release of these unaudited interim consolidated financial statements.
Note 18 - Subsequent Events
The Company evaluated all events or transactions that occurred subsequent to June 30, 2025, through the date of release of these unaudited interim consolidated financial statements, and has determined that there are no subsequent events that require disclosure or recognition in the financial statements except for the below:
On
4 September 2025, the Company completed its initial public offering of ordinary shares at a public offering price of $
per share, for aggregate gross proceeds of approximately $
On 30 October 2025, the Group’s direct subsidiary, Fitness Champs Aquatics Pte Ltd. incorporated a new subsidiary in Emirate of Dubai, Fitness Champs Excellence Sports Academy LLC, to support the Group’s expansion into international markets.
On 16 December 2025, the Company entered into an addendum to the loan agreement with Ms. Lee to extend the repayment date to March 31, 2026. The Company intends to repay the loan in full using proceeds from the offering.
| F-19 |
Exhibit 99.3
Fitness Champs Holdings Limited Reports Unaudited Financial Results for the First Six Months of Fiscal Year 2025
SINGAPORE, Dec. 29, 2025 /PRNewswire/ — Fitness Champs Holdings Limited (“Fitness Champs” or the “Company”) (Nasdaq: FCHL), a distinguished aquatic sports education provider in Singapore, today announced its unaudited financial results for the six months ended June 30, 2025.
First Six Months of Fiscal Year 2025 Financial Summary
| ● | Revenue was S$2.16 million (US$1.64 million) for the six months ended June 30, 2025, compared to S$2.23 million for the same period last year. | |
| ● | Gross profit was S$0.62 million (US$0.47 million) for the six months ended June 30, 2025, compared to S$0.78 million for the same period last year. | |
| ● | Gross profit margin was 28.86% for the six months ended June 30, 2025, compared to 34.86% for the same period last year. | |
| ● | Net loss was S$0.25 million (US$0.19 million) for the six months ended June 30, 2025, compared to net income of S$0.18 million for the same period last year. | |
| ● | Basic and diluted loss per share was S$0.0165 (US$0.0129) for the six months ended June 30, 2025, compared to basic and diluted income per share of S$183,000 for the same period last year. |
Ms. Joyce Lee, Chief Executive Officer and Executive Director of Fitness Champs, commented, “During the first half of fiscal year 2025, we delivered stable revenue performance while making deliberate investments to support our next phase of growth. We continued to see resilient demand for our core swimming programs, recording a revenue of S$2.16 million and securing a solid gross profit margin of 28.86% despite rising labor costs. In addition, we are on track with our strategic global expansion, allocating capital to strengthen our organizational capabilities, enhance brand positioning, and lay the groundwork for our planned international expansion into Dubai in 2026. At the same time, we remain focused on disciplined cost management and operational efficiency to navigate near-term margin pressures stemming from higher coaches’ compensation and strategic marketing initiatives. With a strengthened balance sheet following recent financing activities, we believe we are well positioned to execute our expansion strategy while continuing to deliver high-quality aquatic education services in Singapore. Looking ahead, we believe in our long-term growth prospects and are committed to creating sustainable value for our students, partners, and shareholders.”
First Six Months of Fiscal Year 2025 Unaudited Financial Results
Revenues
Total revenues were S$2.16 million (US$1.64 million) for the six months ended June 30, 2025, a decrease of 2.9% from S$2.23 million for the same period last year. The decline was primarily attributable to a 2.9% decrease in swim fees, which fell from approximately $2.22 million in the prior-year period to approximately $2.16 million in the current period. The reduction in swim fees was mainly due to lower enrollment levels during the period.
Cost of Revenue
Cost of revenue was S$1.54 million (US$1.17 million) for the six months ended June 30, 2025, an increase of 6.1% from S$1.45 million for the same period last year. The increase was primarily attributable to the revision of coaches’ fees effective January 1, 2025, which resulted in higher compensation costs when compared to the prior-year period. Our cost of revenue mainly comprises coaches’ fees (including salaries and benefits), entrance fees, merchandise costs, and assessment fees associated with the swim lessons delivered during the period.
Gross Profit
Gross profit was S$0.62 million (US$0.47 million) for the six months ended June 30, 2025, compared to S$0.78 million for the same period last year.
Gross profit margin was 28.86% for the six months ended June 30, 2025, compared to 34.86% for the same period last year.
Operating Expenses
Total operating expenses were S$0.97 million (US$0.73) for the six months ended June 30, 2025, compared to S$0.60 million for the same period last year.
| ● | Selling and distribution expenses were S$0.21 million (US$0.16 million) for the six months ended June 30, 2025, compared to S$0.04 million for the same period last year. The substantial portion of the increase in marketing expenses, approximately $0.07 million, was spent on professional services. These services supported several strategic initiatives aligned with the Company’s planned expansion into Dubai, which is targeted to commence on January 1, 2026. In addition, the Company invested approximately $0.03 million in rebranding efforts as part of the broader expansion strategy. The Company also allocated around $0.02 million for advertising campaigns with Google and Meta during the first half of 2025. These digital campaigns aimed at increasing brand awareness and driving engagement, with the goal of building a stronger online presence ahead of the Dubai expansion. The remaining marketing expenditure was mainly related to broader brand-building and promotional activities to support enrollment growth. |
| ● | General and administrative expenses were S$0.76 million (US$0.58 million) for the six months ended June 30, 2025, an increase of 35.7% from S$0.56 million for the same period last year. The increase was primarily driven by higher employee compensation, which rose by approximately $0.20 million, or 45.8%, due to the salary revision effective January 1, 2025 and bonus payments made on June 30, 2025. |
Net Income (Loss)
Net loss was S$0.25 million (US$0.19 million) for the six months ended June 30, 2025, compared to net income of S$0.18 million for the same period last year, which is primarily attributed to the lower Revenues and higher Operating Expenses.
Basic and Diluted Income (Loss) per Share
Basic and diluted loss per share was S$0.0165 (US$0.0129) for the six months ended June 30, 2025, compared to basic and diluted income per share of S$183,000 for the same period last year.
Financial Condition
As of June 30, 2025, the Company had cash and cash equivalents of S$0.47 million (US$0.37 million), compared to S$0.31 million as of December 31, 2024.
Net cash used in operating activities was S$0.25 million (US$0.29 million) for the six months ended June 30, 2025, compared to S$0.004 million for the same period last year.
Net cash used in investing activities was S$0.03 million (US$0.02 million) for the six months ended June 30, 2025, compared to S$0.05 million for the same period last year.
Net cash provided by financing activities was S$0.44 million (US$0.50 million) for the six months ended June 30, 2025, compared to net cash used in financing activities of S$0.32 million for the same period last year.
Exchange Rate Information
This announcement contains translations of certain Singapore dollar amounts into U.S. dollars for the convenience of the reader. Translations of amounts from Singapore dollars into U.S. dollars have been made at the exchange rate of S$1.2758 = US$1.00, as set forth in the statistical release of the Federal Reserve System on June 30, 2025.
About Fitness Champs Holdings Limited
Fitness Champs Holdings Limited is a distinguished aquatic sports education provider, offering general swimming lessons to children and adults, with ladies-only swimming lessons available, as well as aquatic sports classes such as water polo, competitive swimming and lifesaving. We are one of the largest providers of swimming lessons to children enrolled in public schools under the Ministry of Education of Singapore in Singapore through the SwimSafer program, and has been offering private swimming lessons to children, youths and adults under our brand “Fitness Champs” since 2012. We seek to make swimming an enjoyable and affordable sport for children and adults, for water safety and as a way of keeping fit and healthy. Fitness Champs also plans to grow into a diversified sports education provider by expanding its offerings to include other sports such as pickleball. For more information, please visit the Company’s website at https://ir.fitnesschamps.sg/.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” or other similar expressions in this prospectus. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the U.S. Securities and Exchange Commission (“SEC”).
For investor and media inquiries, please contact:
Fitness Champs Holdings Limited
Email: ir@fitnesschampsaquatics.com
Ascent Investor Relations LLC
Tina Xiao
Phone: +1 646-932-7242
Email: investors@ascent-ir.com
FITNESS CHAMPS HOLDINGS LTD AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED BALANCE SHEETS
| December 31, | June 30, | June 30, | ||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Assets | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | $ | 314 | $ | 474 | 372 | |||||||
| Accounts receivable | - | 40 | 31 | |||||||||
| Deposits, prepayments and other receivables | 1,371 | 1,516 | 1,188 | |||||||||
| Total current assets | 1,685 | 2,030 | 1,591 | |||||||||
| Non-current assets | ||||||||||||
| Property and equipment, net | 584 | 560 | 439 | |||||||||
| Intangible assets | 58 | 82 | 64 | |||||||||
| Right-of-use asset | 37 | 19 | 15 | |||||||||
| Total non-current assets | 679 | 661 | 518 | |||||||||
| Total Assets | $ | 2,364 | $ | 2,691 | 2,109 | |||||||
| Liabilities and Shareholders’ Equity | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable and accrued liabilities | $ | 719 | $ | 838 | 657 | |||||||
| Bank borrowings | 62 | 9 | 7 | |||||||||
| Lease liabilities | 37 | 19 | 15 | |||||||||
| Amount due to director | 1,129 | 1,659 | 1,301 | |||||||||
| Income tax payable | 4 | 4 | 3 | |||||||||
| Total current liabilities | 1,951 | 2,529 | 1,983 | |||||||||
| Non-current liabilities | ||||||||||||
| Bank borrowings | 398 | 395 | 309 | |||||||||
| Total Liabilities | $ | 2,349 | $ | 2,924 | 2,292 | |||||||
| Commitments and contingencies | - | - | - | |||||||||
| Shareholders’ Equity | ||||||||||||
| Ordinary share, par value US$0.000005, 100,000,000,000 shares authorized, 15,000,000 share issued and outstanding * | $ | - | ** | $ | - | ** | - | ** | ||||
| Additional paid-in capital | 11 | 11 | 8 | |||||||||
| Retained earnings (Accumulated losses) | 4 | (244 | ) | (185 | ) | |||||||
| Forex reserve | - | - | (6 | ) | ||||||||
| Total Shareholders’ Equity (Deficit) | 15 | (233 | ) | (183 | ) | |||||||
| Total Liabilities and Shareholders’ Equity (Deficit) | $ | 2,364 | $ | 2,691 | 2,109 | |||||||
| * | Retrospectively presented for the effect of (i) the issuance of 1 ordinary share on February 15, 2024 in preparation of the Company’s initial public offering and ii) the 1:200 share sub-division and 5,000,000 share surrender approved on October 2, 2024 (Note 1) |
| ** | Below S$1,000/US$1,000 |
FITNESS CHAMPS HOLDINGS LTD AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
| Six Months Ended | ||||||||||||
| June 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Revenues | $ | 2,226 | 2,162 | 1,638 | ||||||||
| Cost of revenues | (1,450 | ) | (1,538 | ) | (1,166 | ) | ||||||
| Gross profit | 776 | 624 | 472 | |||||||||
| Operating expenses | ||||||||||||
| Selling and distribution expenses | (38 | ) | (205 | ) | (155 | ) | ||||||
| General administrative expenses | (562 | ) | (763 | ) | (578 | ) | ||||||
| Total operating expenses | (600 | ) | (968 | ) | (733 | ) | ||||||
| Profit (Loss) from operations | 176 | (344 | ) | (261 | ) | |||||||
| Other income (expense) | ||||||||||||
| Interest income | 5 | - | ** | - | ** | |||||||
| Interest expense | (13 | ) | (11 | ) | (8 | ) | ||||||
| Government grants | 2 | 91 | 69 | |||||||||
| Rental income | 13 | 16 | 12 | |||||||||
| Total other income, net | 7 | 96 | 73 | |||||||||
| Income (Loss) before income tax | 183 | (248 | ) | (188 | ) | |||||||
| Income tax expense | - | - | - | |||||||||
| NET INCOME (LOSS) | 183 | (248 | ) | (188 | ) | |||||||
| Other comprehensive income (loss) | ||||||||||||
| Foreign currency adjustments | - | - | (6 | ) | ||||||||
| TOTAL COMPREHENSIVE INCOME (LOSS) | 183 | (248 | ) | (194 | ) | |||||||
| Earnings (Loss) per ordinary share | ||||||||||||
| Basic and diluted | 183 | - | ** | - | ** | |||||||
| Weighted average number of ordinary shares | ||||||||||||
| Basic and diluted* | 1 | 15,000,000 | 15,000,000 | |||||||||
| * | Retrospectively presented for the effect of (i) the issuance of 1 ordinary share on February 15, 2024 in preparation of the Company’s initial public offering and ii) the 1:200 share sub-division and 5,000,000 share surrender approved on October 2, 2024 (Note 1) |
| ** | Below S$1,000/US$1,000 |
FITNESS CHAMPS HOLDINGS LTD AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
| Ordinary Shares | Additional | Retained earnings | Shareholders’ | |||||||||||||||||
| Number of Shares* | Amount | Paid-in Capital | (Accumulated Deficit) | equity (deficit) | ||||||||||||||||
| S$ | S$’000 | S$’000 | S$’000 | |||||||||||||||||
| Balance as of January 1, 2024 | 1 | - | ** | 11 | 132 | 143 | ||||||||||||||
| Share issued during the year | 14,999,999 | - | - | - | - | |||||||||||||||
| Net income | - | - | - | 183 | 183 | |||||||||||||||
| Dividends | - | - | - | (300 | ) | (300 | ) | |||||||||||||
| Balance as of June 30, 2024 | 15,000,000 | - | ** | 11 | 15 | 26 | ||||||||||||||
| Balance as of January 1, 2025 | 15,000,000 | - | ** | 11 | 4 | 15 | ||||||||||||||
| Net loss | - | - | - | (248 | ) | (248 | ) | |||||||||||||
| Balance as at June 30, 2025 | 15,000,000 | - | ** | 11 | (244 | ) | (233 | ) | ||||||||||||
| Ordinary Shares | Additional | Retained earnings | Shareholders’ | |||||||||||||||||||||
| Number of Shares* | Amount | Paid-in Capital | (Accumulated Deficit) | Forex reserve | equity (deficit) | |||||||||||||||||||
| US$ | US$’000 | US$’000 | US$’000 | US$’000 | ||||||||||||||||||||
| Balance as of January 1, 2025 | 15,000,000 | - | ** | 8 | 3 | - | 11 | |||||||||||||||||
| Net loss | - | - | - | (188 | ) | - | (188 | ) | ||||||||||||||||
| Foreign currency translation | - | - | - | - | (6 | ) | (6 | ) | ||||||||||||||||
| Balance as of June 30, 2025 | 15,000,000 | - | ** | 8 | (185 | ) | (6 | ) | (183 | ) | ||||||||||||||
| * | Retrospectively presented for the effect of (i) the issuance of 1 ordinary share on February 15, 2024 in preparation of the Company’s initial public offering and ii) the 1:200 share sub-division and 5,000,000 share surrender approved on October 2, 2024 (Note 1) |
| ** | Below S$1,000/US$1,000 |
FITNESS CHAMPS HOLDINGS LTD AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six Months Ended June 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Cash Flows From Operating Activities: | ||||||||||||
| Net profit (loss） | $ | 183 | $ | (248 | ) | (188 | ) | |||||
| Adjustments to reconcile net profit (loss) to net cash used in operating activities: | ||||||||||||
| Amortization and depreciation | 40 | 49 | 37 | |||||||||
| Interest expense | 11 | 10 | 7 | |||||||||
| Interest on lease liability | 2 | 1 | 1 | |||||||||
| Interest income | (5 | ) | - | * | - | * | ||||||
| Unrealised forex translation | - | - | (96 | ) | ||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable | (118 | ) | (40 | ) | (34 | ) | ||||||
| Deposits, prepayments and other receivables | (12 | ) | (145 | ) | (114 | ) | ||||||
| Accounts payable and accrued liabilities | 35 | 119 | 94 | |||||||||
| Income tax payable | (140 | ) | - | - | ||||||||
| Net cash used in operating activities | (4 | ) | (254 | ) | (293 | ) | ||||||
| Cash Flows From Investing Activities: | ||||||||||||
| Interest income | 5 | - | * | - | * | |||||||
| Purchase of property and equipment | (29 | ) | - | * | - | * | ||||||
| Purchase of intangible asset | (23 | ) | (31 | ) | (23 | ) | ||||||
| Net cash used in investing activities | (47 | ) | (31 | ) | (23 | ) | ||||||
| Cash Flows From Financing Activities: | ||||||||||||
| Dividend paid | (300 | ) | - | - | ||||||||
| Amount due from (to) director | 518 | 530 | 568 | |||||||||
| Payment of transaction cost in connection to the issuance of shares | (456 | ) | - | - | ||||||||
| Repayment of bank borrowings | (56 | ) | (57 | ) | (45 | ) | ||||||
| Interest paid on bank borrowings | (11 | ) | (10 | ) | (7 | ) | ||||||
| Principal payment of lease liabilities | (17 | ) | (18 | ) | (14 | ) | ||||||
| Payment of interest on lease liabilities | (2 | ) | (1 | ) | (1 | ) | ||||||
| Net cash (used in) provided by financing activities | (324 | ) | 444 | 501 | ||||||||
| Effects of exchange rate changes on cash and cash equivalents | - | - | (43 | ) | ||||||||
| Net changes in cash and cash equivalents | (375 | ) | 159 | 142 | ||||||||
| Cash and cash equivalents at beginning of the period | 815 | 315 | 230 | |||||||||
| Cash and cash equivalents at end of the period | $ | 440 | $ | 474 | 372 | |||||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||||||
| Cash paid for interest | $ | (13 | ) | $ | (11 | ) | (8 | ) | ||||
| Cash paid for income tax | $ | (140 | ) | $ | - | - | ||||||
| Interest income received | $ | 5 | $ | - | - | |||||||
| * | Below S$1,000/US$1,000 |