Fitness Champs Holdings Limited (the "Company") is filing this Amendment No. 2 to its Annual Report on Form 20-F originally filed with the Securities and Exchange Commission on 15 May 2026, as was amended on May 22, 2026 by Amendment No. 1 to update certain disclosures relating to the Company's issued and outstanding share capital (as amended, the "Existing Filing".
The Company is filing this Amendment No. 2 solely to add the Company's Compensation Recoupment Policy, filed herewith as Exhibit 97.1.
Except as described above, no other changes have been made to the Exisiting Filing. This Amendment No. 2 does not otherwise update, amend or modify any other information contained in the Original Filing. As required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended, the Company is also filing or furnishing the certifications required under Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 as exhibits to this Amendment No. 2.
Item 19. Exhibits
EXHIBIT INDEX
| 1.1* | Second Amended and Restated Memorandum of Association and Form of Amended and Restated Articles of Association | |
| 2.1* | Description of Securities | |
| 3.1* | Subsidiaries | |
| 12.1 | Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended. | |
| 12.2 | Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended. | |
| 13.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 97.1 | Fitness Champs Holdings Limited Compensation and Recoupment Policy | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 |
*Denotes exhibits that have been previously filed.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F, as amended by Amendment No.2 thereto, and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| Fitness Champs Holdings Limited | ||
| By: | /s/ Joyce Lee Jue Hui | |
| Name: | Joyce Lee Jue Hui | |
| Title: | Chief Executive Officer | |
| By: | /s/ Chia Nyoke Yee | |
| Name: | Chia Nyoke Yee | |
| Title: | Financial Controller | |
| Dated: | June 11, 2026 | |