UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _____________.

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report:

Commission file number: 333-282016

Fitness Champs Holdings Limited

(Exact name of Registrant as Specified in its Charter)

Cayman Islands

(Jurisdiction of Incorporation or Organization)

7030 Ang Mo Kio

Avenue 5, #04-48

NorthStar@AMK

Singapore 569880

(Address of Principal Executive Offices)

Joyce Lee Jue Hui, Chief Executive Officer

+65 9061 4855

7030 Ang Mo Kio

Avenue 5, #04-48

NorthStar@AMK

Singapore 569880

(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

None

(Title of Class)

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Ordinary shares, par value US$0.00225 per share

The number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2025, after giving retrospective effect to the subsequent share re-designation and reverse share splits effected on January 23, 2026, February 12, 2026 and May 4, 2026, was 18,427.00 Class A ordinary shares and 19,350.78 Class B ordinary shares, each with a par value of US$0.00225 per share, representing an aggregate of 37,777.78 ordinary shares outstanding.

Prior to the retrospective effect of the subsequent share re-designation and reverse share splits, the Company had 17,000,000 ordinary shares outstanding with a par value of US$0.000005 per share as of December 31, 2025.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s of assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262 (b)) by the registered public accounting firm that prepared or issued its audit report.

Yes ☐ No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court:

Yes ☐ No ☐

TABLE OF CONTENTS

CONVENTIONS THAT APPLY TO THIS ANNUAL REPORT

Unless otherwise indicated or the context otherwise requires, all references in this annual report to the terms the “Company”, “we”, “us”, “our” and “our Group” or their grammatical variations is a reference to Fitness Champs Holdings Limited, the Cayman Islands entity that will issue the Class A Ordinary Shares being offered and/or any of our subsidiaries, where applicable.

Throughout this annual report, we use a number of key terms and provide a number of key performance indicators used by management. Unless the context otherwise requires, the following definitions apply throughout where the context so admits:

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements that relate to our current expectations and views of future events. These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, these forward-looking statements can be identified by words or phrases such as “believe”, “plan”, “expect”, “intend”, “should”, “seek”, “estimate”, “will”, “aim” and “anticipate”, or other similar expressions, but these are not the exclusive means of identifying such statements. All statements other than statements of historical facts included in this document, including those regarding future financial position and results, business strategy, plans and objectives of management for future operations (including development plans and dividends) and statements on future industry growth are forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements which are forward-looking statements, including in our periodic reports that we will file with the SEC, other information sent to our shareholders and other written materials.

These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Risk Factors” and the following:

The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should not place undue reliance on these forward-looking statements.

You should read this annual report and the documents that we reference in this annual report and have filed as exhibits to the registration statement, of which this annual report is a part, completely and with the understanding that our actual future results or performance may be materially different from what we expect.

Recent Events

On March 20, 2026, at an extraordinary general meeting, our shareholders approved a share consolidation in a range of 2 to 1 to not more than 250 to 1, with the exact ratio set at 30 to 1 by our board of directors, which share consolidation went go into effect on May 4, 2026.

On January 23, 2026, at an extraordinary general meeting, our shareholders approved that the shares of the Company be re-designated and re-classified such that the currently authorised share capital of the Company shall be re-classified and re-designated from (i) US$500,000 divided into 100,000,000,000 shares of a nominal or par value of US$0.000005 each to (ii) US$500,000 divided into (a) 80,000,000,000 class A ordinary shares of a nominal or par value of US$0.000005 each, (b) 10,000,000,000 class B ordinary shares of a nominal or par value of US$0.000005 each, and (c) 10,000,000,000 preferred shares of a nominal or par value of US$0.000005 each, by the re-designation and re-classification of (x) 79,991,707,850 unissued shares of a nominal or par value of US$0.000005 each into 79,991,707,850 unissued Class A ordinary shares of a nominal or par value of US$0.000005 each, (y) 9,991,292,150 unissued shares of a nominal or par value of US$0.000005 each into 9,991,292,150 unissued Class B ordinary shares of a nominal or par value of US$0.000005 each, and (z) 10,000,000,000 unissued shares of a nominal or par value of US$0.000005 each into 10,000,000,000 unissued preferred shares of a nominal or par value of US$0.000005 each, and the currently issued 17,000,000 shares of a nominal or par value of US$0.000005 each in the Company be and are re-designated and re-classified into 8,292,150 Class A ordinary shares of a nominal or par value of US$0.000005 each with 1 vote per share, 8,707,850 Class B ordinary shares of a nominal or par value of US$0.000005 each with 50 votes per share and 0 preferred shares of a nominal or par value of US$0.000005 each, on a one for one basis. As a result of this reclassification and redesignation, Big Treasure held 8,707,850 Class B ordinary shares and the remaining shareholders held 8,292,150 Class A ordinary shares. The shareholders also approved a share consolidation in a range of 2 to 1 to not more than 250 to 1, with the exact ratio was set at 15 to 1 by our board of directors, which share consolidation went into effect on March 23, 2026.

Unless otherwise stated, the disclosures in this annual report for the fiscal year ended December 31, 2025 reflect the impact of the share consolidation and reverse share split effected in 2026.

PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

A. Reserved.

B. Capitalization and Indebtedness.

Not applicable.

C. Reasons for the Offer and Use of Proceeds.

Not applicable.

D. Risk Factors.

Investing in our Class A Ordinary Shares is highly speculative and involves a significant degree of risk. You should carefully consider the following risks, as well as other information contained in this annual report, before making an investment in our Company. The risks discussed below could materially and adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the trading price of our shares. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends, and you may lose all or part of your investment.

This annual report also contains forward-looking statements having direct and/or indirect implications on our future performance. Our actual results may differ materially from those anticipated by these forward-looking statements due to certain factors, including the risks and uncertainties faced by us, as described below and elsewhere in this annual report.

Risks Related to Our Business and Industry

Our operation is subject to certain regulatory requirements of the Sport Singapore, Singapore Aquatics and the National Registry of Coaches.

If we are unable to obtain or renew the relevant registrations, certifications, or such registration or certifications are suspended or revoked by the relevant regulatory authorities in Singapore, our operation will have to be suspended and our business, operating and financial results may be materially and adversely affected. As at the date of this annual report, the Group is in compliance with all applicable regulatory requirements in Singapore.

We may be unable to enforce the restrictive covenants of the services agreements against our coaches to prevent them from directly competing with us.

Our services contracts with our coaches contain restrictive covenants that prevent them from poaching or directly competing with us during an agreed period. If any dispute arises between any of the coaches and our Group, we may be unable to enforce the restrictive covenants in the services agreements which are governed by Singapore law against the coaches and the enforceability of the restrictive covenants may only be determined by the courts on a case-by-case basis. It is thus difficult to predict the outcome of the proceedings or gauge the level of legal protection that such awards or proceedings may provide. If we cannot enforce the restrictive covenants with our coaches, those who leave our Group may join a competitor or form a competing company immediately after leaving our Group, which may disrupt our business and materially and adversely affect our financial condition, results of operations and profits.

Our intellectual property as to the development and preparation of course materials, swimming or training methodology and techniques may be infringed or we may inadvertently infringe on another entity’s intellectual property.

We, in conjunction with our coaching team, are responsible for the development and preparation of course materials, swimming and training methodology and techniques for use in our classes. Our course materials, methodology and techniques may contain content or structure similar to third party sources. There is no assurance that our course materials, lessons, methodology and techniques will not infringe third party intellectual property rights. If we were subject to third party litigation for infringement of third-party intellectual property rights, defending these can be expensive and time consuming, and their outcome is uncertain. Furthermore, any intellectual property infringement claims against us, or any publication containing such events could materially and adversely affect our image and reputation which could materially affect our business and operating results.

We depend on the supply of students from primary schools in Singapore under the SwimSafer program.

For each of the two years ended December 31, 2024 and 2025, we derived approximately 40.3% and 41.0% respectively, of our total revenue from students from primary schools that engage us to provide our services under the SwimSafer program. As we are one of five schools/institutions registered with Sport Singapore and the MOE that can provide courses under the MOE’s SwimSafer program, we expect such services to continue to be a significant and important source of our revenue in the near future, subject to renewal of our Company by the MOE as a certified provider, which renewal is not assured. Revenue generated from new sources may not increase to a level that would significantly reduce our reliance on students that we engage through the SwimSafer program offering through primary schools. Our contract with the MOE was renewed in October 2024 for a term through December 2026. If our contract with the MOE is not renewed beyond 2026, or we experience any event that negatively affects our relationship with the primary schools or our Sport Singapore and MOE certification, our overall business and results of operations could be materially and adversely affected.

In addition, part of our revenue growth after COVID-19 was due to a back-log of students who were unable to take SwimSafer classes during shut downs that limited access to swimming pools. We expect that government sector revenues will go back to levels that they were prior to the pandemic.

We rely on our coaching team, in particular our contracted coaches, to develop and provide courses, a failure of which could affect our brand, results of operations and profitability.

For each of the three years ended December 31, 2023, 2024 and 2025, we had a coaching team of 238, 240 and 252 individuals, respectively. We rely on our team, in particular our coaches, to develop and provide classes and structured programs to our students. As such, we believe that the ability of our coaching team to provide support to our students in their pursuit of the ability to swim and swim well remains critical to the trust in which students and their parents place in our brand and our teaching style, methodology and technique.

We rely on our “Fitness Champs” brand and our reputation as a leading provider of comprehensive swimming lessons services and our inability to maintain this brand strength and reputation could affect our operating results and business.

The “Fitness Champs” brand is instrumental to the success of our business. As of December 2025, we have certified a total of over 190,000 students through the SwimSafer Program. We rely on the strength of our brand to enhance our reputation as a trustworthy swimming services provider/educator for our students in their extra-curricular and leisure endeavors. If the value of our brand or image and reputation is diminished or tarnished, we may fail to continue to attract students and our business, financial condition and results of operations could be materially and adversely affected.

We may be unable to continue to attract students to enroll in our courses.

Our revenue is primarily generated from tuition fees we receive from students who have enrolled in our swimming courses. Our ability to continue to maintain and attract students to enroll in our courses is critical to the continued success and growth of our business. This in turn depends on several factors, including our ability to develop safe and effective courses and techniques that are successful, pique our students’ interest and are compliant with relevant licensing, safety and regulatory requirements. Inefficiency or failure to maintain or achieve the aforesaid could materially and adversely affect our revenue and profitability.

Our coaching team’s actions or inaction could subject us to claims, either regulatory or through litigation, regarding conduct or services that we deliver.

We rely on our coaching team and in particular our coaches to provide courses and services in accordance with the terms of their engagements. Our coaches are responsible for the safety and well-being of children, many of whom are just learning to swim, which is an inherently dangerous activity. As our coaches are granted extensive contact with children, the MOE conducts background checks on our coaches to help ensure that all of our instructors have the credentials to be working with children and are adequately trained to supervise and handle emergency situations that may arise. Any negative, harmful or negligent actions on the part of our coaches and other staff, or any failure by us to properly manage our coaching team and swimming activities may result in undesirable or unexpected outcomes such as serious injury or even death, which could result in regulatory impacts or litigation exposure, all of which would negatively impact our brand.

Our unauthorized disclosure of student and staff information and other sensitive data could expose us to costly litigation or could materially and adversely affect our reputation.

In connection with our business operations, we come into contact and store proprietary and confidential information on our students, coaches and staff, such as names, addresses, age, gender and other personal information. This information is primarily stored in our computer database located in our headquarters and in cloud servers. We have taken measures to address data security, including having a dedicated Data Protection Officer who oversees compliance of the collection, use and protection of personal data, as well as the management and response to any data protection incidents or breachers. Notwithstanding these measures, our information technology system and computer networks may be vulnerable to unauthorized access, hacking, computer viruses and other security problems. A user who circumvents security measures could misappropriate proprietary information or cause interruptions to or malfunctions in our operations. Any leakage or misappropriation of information from our system could have a material and adverse effect on our reputation and business operations. Moreover, if our security measures are breached as a result of actions by third parties, employee error, malfeasance or otherwise, third parties may receive or be able to access student records and personal details which could subject us to litigation, liabilities, interrupt our business and materially and adversely impact our reputation. We also run the risk that our staff or third parties could misappropriate or illegally disclose confidential information in our Group’s possession, although we have sought to mitigate this risk by requiring all of our employees to agree to confidentiality and to data protection measures as part of their employment. Notwithstanding these measures, we may be subject to data breaches and we may be required to expend significant resources to alleviate problems caused by these breaches.

Our advertising and marketing campaigns may not lead to higher course or student enrollments nor increased revenue.

From time to time, we launch various advertising and marketing campaigns to further increase public awareness of our business and enhance our brand recognition. We advertise on social media platforms such as Facebook, Instagram, Tik Tok and Xiao Hong Shu as well as on our own websites. Despite our efforts and the costs incurred in promoting our brand and business, such efforts and costs may not necessarily lead to higher course or student enrollments, which in turn may not lead to increased revenue for us.

The swim coaches we engage may be unable to maintain qualifications and/or certifications.

Our coaches need to be trained, certified and competent in coaching. If a significant number of our coaches are unable to maintain appropriate certifications and upkeep training, we may not have enough qualified staff to meet demand, which may result in us losing students, and our business, operating and financial results may be materially and adversely affected.

Our business operations are subject to adverse weather conditions.

As a majority of our swimming classes are held outdoors, our ability to conduct swimming classes is susceptible to extreme weather conditions such as heavy rains, lightning, extreme or prolonged heat waves and high winds. Lightning and heavy rainstorms are prevalent in Singapore and some of our classes cannot be held outdoors during periods of lightning and extreme weather conditions as we utilize some outdoor pools. Heavy rainfall can dilute the chemicals in the pools we use to hold our classes and create a pH imbalance that may be harmful to our students. Rain also washes bacteria, dirt, algae spores, and other debris into the pools we use, which can attack the active chlorine and mitigate its effects. Singapore is generally hot all year round, as such, the heat also poses risks to water quality by breaking down the chlorine content in the water faster as well as the pools being more susceptible to algae growth causing a risk for our students. If we cannot effectively contain any such risks such as moving all of our lessons indoors, our ability to hold our swimming classes could be restricted and our revenues reduced, causing material adverse impact on our business and results of operations.

Natural disasters and other catastrophic events beyond our control, including but not limited to the COVID-19 pandemic, have and could continue in the future to adversely affect our business operations and financial performance.

The occurrence of the global COVID-19 pandemic negatively affected our business between 2020 and 2022 due to the inability to hold classes and/or gathering of students. The occurrence of one or more other natural disasters, such as fires, hurricanes, tornados, tsunamis, floods and earthquakes; geo-political events or military activities disrupting transportation, communication or utility systems; or other highly disruptive events, such as nuclear accidents, pandemics, unusual weather conditions or cyberattacks, could adversely affect our operations and financial performance. The occurrence of these events or another global pandemic could result in, among other things, operational disruptions, the lack of an adequate workforce in parts or all of our operations and communications and transportation disruptions, which in turn could also cause consumer confidence and spending to decrease or result in increased volatility in Singapore, the United States and global financial markets and economy.

We operate in a competitive market.

The leading swimming training providers generally engage in two business lines including (i) provision of training services to students under different training programs funded by the Singapore Government and (ii) provision of customized swimming training services to customers of all ages. We are in constant competition with other swimming services providers to provide quality and the same or better scope of services with well-trained and effective swimming staff. Further, the pricing and demand for our services are affected by the intensity of competition we face. Some of our competitors may be able to foresee the upcoming market trends more accurately or may be more responsive than we are. If we are unable to compete successfully with our competitors, we may experience a reduction in market share, which may have a material adverse effect on our business performance, results operations and financial conditions.

Changes in existing laws, regulations and government policies may cause us to incur additional costs.

Our business operations are governed by various laws, regulations and government policies in Singapore and we operate in a highly-regulated industry. The licensing, membership, registration and certification requirements for us may change from time to time. We may be unable to comply with all these requirements in time or at all or we may need to incur substantial costs to be compliant, which may adversely affect our business operations and financial condition.

We are exposed to risk of accidents and injuries in the course of our business.

We are in the business of providing swimming lessons to children, as well as aquatic swim classes, and there is an inherent risk that accidents and injuries may occur during our swimming lessons and aquatic sports classes, even where there are lifeguards and/or trained on-site personnel on duty. Claims may be made against us for such accidents and/or fatalities on grounds such as negligence or any failure by us to properly manage our coaching team or swimming activities. If we cannot successfully defend ourselves against such claims, we could incur substantial liabilities. Regardless of merit or eventual outcome, liability claims may result in:

Any such outcomes could materially and adversely affect our business, financial condition, results of operations and growth prospects.

We may implement business strategies and future plans that may not be successful

The successful implementation of our business strategies and future plans depends on a number of factors including general market conditions, government policies, the availability of funds, competition and our ability to retain and recruit competent coaches. There is no assurance that our business strategies and future plans can be implemented effectively and successfully as some of these factors are beyond our control. If any implementation of these strategies and plans fails or is delayed, we may be adversely affected by investment expenses that have not led to the anticipated results, by the distraction of management from our core business or by damage to our brand or reputation. Additionally, if we fail to secure adequate funds in a timely manner, we may also be unable to pursue opportunities to expand our business.

Our current insurance coverage may not sufficiently protect us against all the risks we are exposed to and our insurance premiums may increase.

There can be no assurance that our current insurance will cover all our risks or adequately protect us against all liabilities arising from claims and litigation against us. We will have to bear any losses, damages or liabilities in the course of our operations arising from events for which we do not have adequate insurance coverage. Further, our insurance premiums depend on various factors, including the scope and estimated contract sum set out in the service contracts with our customers and our insurance claim track record. There is no assurance that our insurance premiums will not increase or that our insurance coverage will not be reduced in the future. If we were held liable for uninsured losses, the amounts of claims for insured losses exceed the limits of our insurance coverage or the insurance premium payable by us increases significantly, our business, results of operations and financial condition may be materially and adversely affected.

Our Executive Officers have no prior experience in operating a U.S. public company, and their inability to operate the public company aspects of our business could harm us. Further, planned increases to our Executive Officer compensation will raise our operating costs and our failure to generate commensurately higher revenue could result in negative impacts to our financial results.

Our Executive Officers have no experience in operating a U.S. public company, which makes our ability to comply with applicable laws, rules and regulations uncertain. Our failure to comply with all laws, rules and regulations applicable to U.S. public companies could subject us or our management to regulatory scrutiny or sanction, which could harm our reputation and share price.

We recently raised the compensation of our Executive Officers and need to make commensurately higher revenue in order to maintain profitability. Our failure to perform at levels to generate enough revenue to pay these higher operating costs could negatively impact our financial results.

If we fail to maintain an effective system of internal controls, we may be unable to accurately or timely report our results of operations or prevent fraud, and investor confidence and the market price of our Class A Ordinary Shares may be materially and adversely affected.

We are a smaller company with limited accounting personnel. Our management has performed an assessment of the effectiveness of our internal control over financial reporting and we conduct regular management reviews of financial performance and variances, and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, is designed to prevent fraud.

While we believe that we have the systems in place to ensure timely preparation and review of our consolidated financial statements in accordance with U.S. GAAP and SEC reporting requirements, our failure to implement and maintain effective internal controls over financial reporting could result in errors in our financial statements that could result in a restatement of our financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, which may result in volatility in and a decline in the market price of our Class A Ordinary Shares.

We are a public company in the United States subject to the Sarbanes- Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, which requires that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F. In addition, if we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting on an annual basis. Our management may conclude that our internal control over financial reporting is ineffective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify material weaknesses and deficiencies in our internal control over financial reporting. The Public Company Accounting Oversight Board, or PCAOB, has defined a material weakness as “a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim statements will not be prevented or detected on a timely basis.”

In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may be unable to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Generally speaking, if we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could, in turn, limit our access to capital markets, harm our results of operations and lead to a decline in the trading price of our Class A Ordinary Shares. Additionally, ineffective internal control over financial reporting could exposes us to increased risk of fraud, misuse of corporate assets and legal actions under the United States securities laws and subject us to potential delisting from Nasdaq, to regulatory investigations and to civil or criminal sanctions.

We believe that we have personnel adequately trained in and have appropriate knowledge of U.S. GAAP and SEC reporting requirements to properly address complex U.S. GAAP accounting issues and related disclosures to fulfill U.S. GAAP and SEC financial reporting requirements. However, our failure to do so could result in (i) our failure to maintain effective internal control over financial reporting, (ii) errors in our financial statements; (iii) failure to meet our reporting obligations; and (iv) loss of confidence by the investors in our financial information. We are implementing a number of measures to address this issue, such as(i) engaging an external consulting firm to assist us with our financial in U.S. GAAP; (ii) allocating resources to improve financial oversight function; (iii) introducing formal business performance review process, and preparing and reviewing the consolidated financial statements and related disclosures in accordance with U.S. GAAP and SEC reporting requirements; and (iv) providing our relevant finance staff with appropriate training in connection with the requirements of U.S.GAAP.

We will be subject to changing laws, rules and regulations in the U.S. regarding regulatory matters, corporate governance and public disclosure that will increase both our costs and the risks associated with non-compliance.

As a publicly traded company, we are subject to rules and regulations by various governing bodies and self-regulatory organizations, including, for example, the SEC and the Nasdaq Capital Market, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. While we are seeking to build on our experience as a U.S. public company subject to U.S. GAAP, SEC and Nasdaq reporting and compliance requirements, with guidance from our independent directors and management team, our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

Moreover, as these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

Risks Related to Our Securities and This Annual Report

We have received a notice from Nasdaq that we no longer meet the listing requirements of the Nasdaq Capital Market and our failure to regain compliance would mean there is no active market for investors to make transactions in our Class A Ordinary Shares.

On November 6, 2025, we received a letter from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) notifying us that based on the closing bid price of the Company for the period from September 24, 2025 to November 5, 2025, we no longer meet the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2), to maintain a minimum bid price of $1 per share. We effected a share consolidation of 15 to 1 on March 23, 2026, thereby raising our share price above $1. On March 20, 2026, at an extraordinary general meeting, our shareholders approved a share consolidation in a range of 2 to 1 to not more than 250 to 1, with the exact ratio set at 30 to 1 by our board of directors, which share consolidation went into effect on May 4, 2026. The purpose of the 30 to 1 share consolidation to keep us in compliance with Nasdaq Listing Rules 5550(a)(2).

There are no assurances that the price of our Ordinary Shares will not fall below the listing requirement again, particularly in light of the fact that this annual report may result in significant dilution. In addition to the minimum bid price, Nasdaq has specific continued listing requirements related to public float and market value of publicly held shares that could be negatively impacted by this annual report.

If we are unable to meet all of Nasdaq’s continued listing requirements, and the Nasdaq Capital Market delists our Ordinary Shares and we are unable to list our Ordinary Shares on another national securities exchange, we expect our Ordinary Shares could be quoted on an over-the-counter market in the United States. If this were to occur, we could face significant material adverse consequences, including:

The trading price of our Ordinary Share has been volatile, which could result in substantial losses to investors, and has resulted in legal claims being raised against us.

The trading price of our Class A Ordinary Shares has been subject to rapid and substantial volatility, which could make it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares and result in substantial losses to investors.

There have been instances of extreme share price run-ups followed by rapid price declines and strong share price volatility with recent initial public offerings, especially among those with relatively smaller public floats. As a relatively small-capitalization company with relatively small public float, we have experienced greater share price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, our Class A Ordinary Shares have been, and may continue to be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.

The trading price of our Class A Ordinary Shares may continue to be volatile and could fluctuate widely due to factors beyond our control and for reasons that are unrelated to our actual or expected performance. In addition, if the trading volumes of our Class A Ordinary Shares are low, persons buying or selling in relatively small quantities may easily influence prices of our Class A Ordinary Shares. This low volume of trades could also cause the price of our Class A Ordinary Shares to fluctuate greatly. Holders of our Class A Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Class A Ordinary Shares.

In addition to market and industry factors, the price and trading volume for our Class A Ordinary Shares may be highly volatile for factors specific to our own operations, including the following:

Shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. We have been named as a defendant in a class action lawsuit that could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. See “Legal Proceedings” for description of the class action lawsuit. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our Class A Ordinary Shares, the market price for our Class A Ordinary Shares and trading volume could decline.

The trading market for our Class A Ordinary Shares will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts downgrade our Class A Ordinary Shares, the market price for our Class A Ordinary Shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our Class A Ordinary Shares to decline.

Short selling may drive down the market price of our Class A Ordinary Shares.

Short selling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention of buying identical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the shares between the sale of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the shares to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling the shares short. These short attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable publicity, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality.

If we are classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United States federal income tax consequences.

We are a non-U.S. corporation and, as such, we will be classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such year, either

Passive income generally includes dividends, interest, rents, royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who holds our securities, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.

It is possible that, for our current taxable year or for any subsequent year, more than 50% of our assets may be assets which produce passive income. We will make this determination following the end of any particular tax year. For purposes of the PFIC analysis, in general, a non-U.S. corporation is deemed to own its pro rata share of the gross income and assets of any entity in which it is considered to own at least 25% of the equity by value.

For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were determined to be a PFIC, see “Material Tax Considerations — Passive Foreign Investment Company Considerations.”

As a “controlled company” within the meaning of the Nasdaq Capital Market or another national securities exchange Rules, we may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

We are and, will continue to be a “controlled company” as defined under the Nasdaq Capital Market or another national securities exchange Rules, because one of our shareholders, Big Treasure, holds more than 50% of our voting power. As a result, for so long as we remain a controlled company as defined under that rule, we are permitted to elect to rely, and in the future may rely, on certain exemptions from corporate governance rules of the Nasdaq Capital Market or another national securities exchange Rules including:

The exemption we intend to rely on is that our director nominees need not be selected or recommended solely by independent directors. As a result, you may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

Ms. Lee, our Executive Director and an indirect controlling shareholder, will continue to have significant influence over us, including control over decisions that require the approval of shareholders, which will limit your ability to influence the outcome of matters submitted to shareholders for a vote.

We are currently controlled, will continue to be controlled, indirectly by Ms. Lee. Ms. Lee, through Big Treasure, currently controls 51.22% of the voting power of our Ordinary Shares. We expect that she will continue to retain voting control as she holds shares of Class B Ordinary Shares given the super voting powers of our Class B Ordinary Shares. As long as Ms. Lee directly or indirectly owns or controls at least a majority of our outstanding voting power, she will have the ability to exercise substantial control over all corporate actions requiring shareholder approval, irrespective of how our other shareholders may vote, including the election and removal of Directors and the size of our Board of Directors, any amendment of our charter documents, or the approval of any merger or other significant corporate transaction, including a sale of substantially all of our assets. Even if Ms. Lee’s indirect ownership falls below 50%, she will continue to be able to strongly influence or effectively control our decisions. Additionally, Ms. Lee’s interests, or the interests of our Executive Officers and Directors as a whole, may not align with the interests of our other shareholders.

As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq Capital Market corporate governance listing standards. If we chose to rely on these exemptions in the future, these practices may afford less protection to shareholders.

As a foreign private issuer listed on the Nasdaq Capital Market, we are permitted to rely on a provision in the Nasdaq Capital Market or another national securities exchange corporate governance listing standards that allows us to follow Cayman Islands law with regard to certain aspects of corporate governance. This would allow us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on the Nasdaq Capital Market or another national securities exchange.

For example, we are exempt from Nasdaq Capital Market or another national securities exchange regulations that require a listed U.S. company to:

Although we are permitted to follow certain corporate governance rules that conform to Cayman Islands requirements in lieu of many of the Nasdaq Capital Market or another national securities exchange corporate governance rules, we intend to comply with the Nasdaq Capital Market or another national securities exchange corporate governance rules applicable to private issuers.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

We are an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed by our Amended and Restated Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands. We will also be subject to the U.S. securities laws. The rights of shareholders to take action against our Directors and us, actions by minority shareholders and the fiduciary duties of our Directors to us under Cayman Islands law are governed by our Amended and Restated Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands (as compared to the U.S. law) as well as from English common law. The decisions of the English courts are of highly persuasive authority but are not binding on Cayman Islands courts (except for those decisions handed down from the Judicial Committee of the Privy Council to the extent that these have been appealed from the Cayman Islands courts). The rights of our shareholders and the fiduciary duties of our Directors under Cayman Islands law are broadly similar to those in other common law jurisdictions, but there may be differences in the statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands have a different body of securities laws than the United States and provide significantly less protection to investors. In addition, if shareholders want to proceed against the Company outside of the Cayman Islands, they will need to demonstrate that they have the standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the Amended and Restated Memorandum and Articles of Association, the register of mortgages and charges and any special resolutions passed by shareholders) or to obtain copies of lists of shareholders of these companies. Our Directors are not required under our Amended and Restated Memorandum and Articles of Association to make our corporate records available for inspection by our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as U.S. states. Currently, we do not plan to rely on home country practice with respect to corporate governance matters. In the event we choose to do so in the future, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result, shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of the Board or controlling shareholders than they would as shareholders of a company incorporated in a U.S. state. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in a U.S. state and their shareholders, see “Certain Cayman Islands Company Considerations — Differences in Corporate Law.”

Recently introduced economic substance legislation of the Cayman Islands may impact us or our operations.

The Cayman Islands, together with several other non-European Union jurisdictions, have recently introduced legislation aimed at addressing concerns raised by the Council of the European Union as to offshore structures engaged in certain activities which attract profits without real economic activity. Effective January 1, 2019, the International Tax Co-operation (Economic Substance) Act (as amended) (the “Substance Law”) and issued Regulations and Guidance Notes came into force in the Cayman Islands introducing certain economic substance requirements for “relevant entities” which are engaged in certain “relevant activities,” which in the case of exempted companies incorporated before January 1, 2019, will apply in respect of fiscal years commencing July 1, 2019, onwards. A “relevant entity” includes an exempted company incorporated in the Cayman Islands; however, it does not include an entity that is tax resident outside the Cayman Islands. Accordingly, for so long as we are a tax resident outside the Cayman Islands, we are not required to satisfy the economic substance test under the Substance Law. Although it is presently anticipated that the Substance Law will have little material impact on us or our operations, as the legislation is new and remains subject to further clarification and interpretation it is not currently possible to ascertain the precise impact of these legislative changes on us.

Certain judgments obtained against us by our shareholders may not be enforceable.

We are a Cayman Islands exempted company with limited liability and substantially all of our assets are located outside of the United States. In addition, all of our current Directors and Executive Officers are nationals and residents of countries other than the United States and substantially all of the assets of these persons are located outside the United States. Service of court documents on a Cayman Islands company can be effected by serving the documents at the company’s registered office and it may be is possible to enforce foreign judgments in the Cayman Islands against a Cayman Islands company, subject to some exceptions. However, if investors wish to serve documents on and/or enforce foreign judgments against our Directors and Executive Officers, they will need to ensure that they comply with the rules of the jurisdiction where our Directors and Executive Officers are located. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and Singapore may render you unable to enforce a judgment against our assets or the assets of our Directors and Executive Officers. For more information regarding the relevant laws of the Cayman Islands, see “Enforcement of Civil Liabilities.” As a result of all of the above, our shareholders may have more difficulties in protecting their interests through actions against us or our Executive Officers, Directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States, depending on where our Directors and Executive Officers are located.

We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 for so long as we are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period. As a result of this election, our future financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards.

We are a foreign private issuer within the meaning of the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.

Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our financial results on a semi-annual basis through press releases distributed pursuant to the rules and regulations of the Nasdaq Capital Market or another national securities exchange. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you if you were investing in a U.S. domestic issuer.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses to us.

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second financial quarter. In the future, we would lose our foreign private issuer status if (i) more than 50% of our outstanding voting securities are owned by U.S. residents; and (ii) a majority of our Directors or Executive Officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid the loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to comply with U.S. federal proxy requirements, and our officers, Directors and 10% shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the Nasdaq Capital Market or another national securities exchange. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer.

We incur significant costs and devote substantial management time as a result being a public company listed on the Nasdaq Capital Market.

We incur significant legal, accounting and other expenses as a public reporting company, and these costs will go up after we cease to qualify as an emerging growth company. For example, we are required to comply with the additional requirements of the rules and regulations of the SEC and the Nasdaq Capital Market, including applicable corporate governance practices. Compliance with these requirements has increased our legal and financial compliance costs and makes some activities more time-consuming and costly. In addition, our management and other personnel must divert attention from operational and other business matters to devote substantial time to these public company requirements.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidelines are provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may also initiate legal proceedings against us and our business may be adversely affected.

We have been notified by Nasdaq for failure to meet listing qualifications. If we do not cure this failure, or if we fail to meet other applicable listing requirements, Nasdaq Capital Market delist our Shares from trading, in which case we expect the liquidity and market price of our Shares would decline.

We have received a notice from the Nasdaq Capital Market on November 6, 2025 that the Company no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2), to maintain a minimum bid price of $1 per share. While we have the opportunity to regain compliance, we cannot assure you that we will be able to meet the continued listing standards of Nasdaq Capital Market or another national securities exchange in the future. If we fail to comply with the applicable listing standards and Nasdaq Capital Market delists our Ordinary Shares, we and our shareholders could face significant material adverse consequences, including:

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our Ordinary Shares will be listed on Nasdaq Capital Market or another national securities exchange, such securities will be covered securities. Although the states are pre-empted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Further, if we were no longer listed on Nasdaq Capital Market or another national securities exchange, our securities would not be “covered securities” and we would be subject to regulations in each state in which we offer our securities.

Item 4. Information on the Company

History

Our principal subsidiary, Fitness Champs, was incorporated as an exempt private company limited by shares in Singapore in 2012 under the Singapore Companies Act of 1967, as amended (the “Singapore Companies Act”) under the name of “Fitness Champs Pte. Ltd.” Previously, the business was a sole proprietorship operated by Ms. Lee under the business name “Fitness Champs.” Fitness Champs operates school-based swimming lessons. In 2015, Fitness Aquatics was incorporated as an exempt private company limited by shares company in Singapore under the Singapore Companies Act under the name of “Fitness Champs Aquatics Pte. Ltd.,” mainly to provide private swimming and aquatic sports lessons.

In 2020, Fitness Champs won the tender by the Singapore Government (represented by the MOE) to provide swimming lessons to public schools in Singapore as part of the SwimSafer program. As of the date of this annual report, Fitness Champs is one of five vendors contracted by the Singapore Government (through the MOE) and in 2023 was the largest program as measured by bookings to provide swimming lessons under the SwimSafer program in Singapore, serving approximately 30% of the students that participated in this program in 2023.

In 2022, we purchased an office located at 7030 Ang Mo Kio Avenue 5 #09-102 Singapore 569880 with an approximate area of 850 square feet. In 2024, we shifted to larger premises at 7030 Ang Mo Kio Avenue 5 #04-48 Northstar@AMK Singapore 569880 with an approximate area of 1,036 square feet, to accommodate additional manpower as we continue to grow our business.

Over the last decade, we have become one of the biggest sports education school specializing in swimming in Singapore.

As of the date of this annual report, our Group is comprised of the Company and its subsidiaries, Northen Star, Fitness Champs and Fitness Aquatics.

Corporate Structure

Our Company was incorporated in the Cayman Islands on February 15, 2024 under the Companies Act as an exempted company with limited liability. Our authorized share capital at such time was US$500,000 divided into 500,000,000 Ordinary Shares, par value of US$0.001 each. Following incorporation, one ordinary share was transferred to Ms. Lee for cash at par. Ms. Lee then transferred such one share to her wholly-owned company, Big Treasure, on June 19, 2024. On December 15, 2023, Fuji entered into an agreement with Ms. Lee to acquire 4.90% of the issued share capital of the proposed holding company of Fitness Champs and Fitness Aquatics for US$470,000. On June 19, 2024, Big Treasure, Easy Builder, Creative Path, Fuji, Biostar, and True Height subscribed for approximately 64.72%, 19.09%, 4.90%, 4.90%, 4.44% and 1.95% of the issued share capital of our Company respectively. On June 19, 2024, Big Treasure and Fuji transferred their entire equity interest in Northen Star to us in consideration of our allotment and issue to each of them one Share credited as fully paid.

On October 2, 2024, for purposes of recapitalization in anticipation of the initial public offering, the Company effected a 1:200 forward stock split and changed authorized share capital to $500,000 divided into 100,000,000,000 ordinary shares, par value of $0.000005 each. Concurrently, Big Treasure surrendered 3,235,950 ordinary shares, Creative Path surrendered 245,000 ordinary shares, Easy Builder surrendered 954,500 ordinary shares, Biostar surrendered 222,000 ordinary shares, True Height surrendered 97,500 ordinary shares and Fuji surrendered 245,050 ordinary shares to the Company, respectively or 25.0% of their shareholdings each.

Historically, our Group was comprised of Fitness Champs and Fitness Aquatics. We have undertaken a reorganization whereby the entire share capital of Northen Star was transferred to us resulting in our holding of the entire issued share capital of Northen Star directly and indirectly in Fitness Champs and Fitness Aquatics.

On January 23, 2026, at an extraordinary general meeting, our shareholders approved (i) a reverse share split of at least 2 shares to 1 and up to 50 shares to 1; and (ii) on a pre-reverse share split basis, a reclassification of shares whereby authorized share capital of the Company was re-classified and re-designated such that the share capital of the Company is US$500,000 divided into (a) 80,000,000,000 Class A Ordinary Shares of a nominal or par value of US$0.000005 each, (b) 10,000,000,000 Class B Ordinary Shares of a nominal or par value of US$0.000005 each, and (c) 10,000,000,000 preferred shares of a nominal or par value of US$0.000005. On February 12, 2026, our board of directors approved a 15:1 reverse share split of our issued and authorized shares, such that the share capital of the Company will be US$500,000 divided into (a) 5,333,333,333.33 Class A Ordinary Shares of a nominal or par value of US$0.000075 each, (b) 666,666,666.66 Class B Ordinary Shares of a nominal or par value of US$0.000075 each, and (c) 666,666,666.66 preferred shares of a nominal or par value of US$0.000075.

On March 20, 2026, at an extraordinary general meeting, our shareholders approved a share consolidation in a range of 2 to 1 to not more than 250 to 1, with the exact ratio set at 30 to 1 by our board of directors, which share consolidation went go into effect on May 4, 2026.

Unless otherwise indicated, all share and per share information in this annual report supplement reflect this reverse share split. The financial statements and other financial information incorporated by reference into this annual report supplement as of the date of this annual report supplement do not reflect the reverse share split and continue to present historical share and per share amounts on a pre-reverse split basis.

On March 24, 2026, our board of directors approved a 30:1 reverse share split of our issued and unissued shares, to be effective on a date to be further determined by our board of directors, such that upon the reverse share split becoming effective, the share capital of our Company will become US$500,000 divided into (a) 177,777,777.78° class A ordinary shares of a nominal or par value of US$0.00225 each; (b) 22,222,222.22° class B ordinary shares of a nominal or par value of US$0.00225 each; and (c) 22,222,222.22° preferred shares of a nominal or par value of US$0.00225 each. On April 29, 2026, our board of directors have further resolved that the reverse share split will take effect on May 4, 2026.

The currently issued 37,777.78 shares of a nominal or par value of US$0.00225 each in the Company were re-designated and re-classified such that the ordinary shares previously held by Big Treasure were re-designated and re-classified as 19,350.78 Class B Ordinary Shares each with 50 votes per share and the 18,427 shares held by the remaining shareholders were re-designated and re-classified as Class A Ordinary Shares each with 1 vote per share.

Organization Chart

The chart below sets out our corporate structure as at the date of this form.

A description of our principal operating subsidiaries is set out below.

Fitness Champs

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 10,000 shares, all of which are held by Northen Star Limited, our direct wholly-owned subsidiary following an internal group reorganization on June 19, 2024. 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 Aquatics

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 1,000 shares, all of which are held by Northen Star, our direct wholly-owned subsidiary following an internal reorganization on June 19, 2024. Fitness Aquatics provides sports education in the form of private swimming lessons.

Business strategies

Our principal objective is to sustain continuous growth in our business and strengthen our market position in the provision of swimming lessons and aquatic sports by implementing the following business strategies and plans:

Item 4A. Unresolved Staff Comments

None.

Item 5. Operating And Financial Review and Prospects

Overview

Fitness Champs is a distinguished sports education provider, playing a pivotal role in shaping the aquatic landscape in Singapore. Through our wholly-owned subsidiaries, Fitness Champs and Fitness Aquatics (collectively referred to as the “Group”), we believe that we are a leader in the domain of sports education, specializing in swimming programs for students. We are expanding into other markets, most recently entering into contracts to offering swimming lessons to residential towers in Dubai.

Our diverse portfolio of business activities reflects our commitment to fostering a culture of water safety and proficiency. The core components of our operations include:

● School-Based Swimming Lessons:

As a certified partner of the Singapore Government, we are actively engaged in the SwimSafer program, administered by the MOE. This national initiative aims to instill water safety awareness and equip students in public schools with essential swimming and survival skills. By contributing to this program, we play a vital role in elevating the overall standard of swimming proficiency across Singapore.

● Private Swimming Lessons and Aquatic Sports:

We extend our expertise beyond school programs, offering comprehensive swimming lessons to a diverse demographic ranging from children as young as 4 years old to youths and adults. With the flexibility of solo swim classes at any preferred location and classes held at various public swimming pools, we cater to the unique needs and preferences of our students. Additionally, our commitment to aquatic sports shines through classes encompassing competitive swimming, and lifesaving.

● Merchandise:

Complementing our educational endeavors, we proudly offer a range of carefully curated merchandise and apparel. From swimming goggles, swim caps, and swimsuits to various flotation devices, our merchandise is not only functional but also bears the distinct mark of our identity. Adorned with the company’s logo and brand name, “Fitness Champs,” in deep marine blue and white, our merchandise represents a tangible connection to the values we uphold. While this does not generate material revenue, we feel this is an important aspect of marketing our brand.

As of the date of this annual report, our Group has successfully obtained more than 1,042 contracts with schools through our designation by the MOE as a SwimSafer provider, and more than 191,000 students have been certified by our coaches in the SwimSafer program since 2013. During the same time period, we have worked with more than 12,000 students through private swim classes. Our founder, Ms. Lee, has been a swim coach for more than 26 years since 1999 and is registered with the NROC.

Key Factors Affecting Results of Operations

We believe our financial condition and results of operations have been and will continue to be affected by a number of factors, many of which may be beyond our control, including those factors set out in the section headed “Risk Factors” in this annual report and those set out below:

Changes in government policies, especially in the education sector, may affect our programs and contracts.

Economic fluctuations can influence consumer spending on non-essential services, impacting our revenue from private lessons and merchandise.

Intense competition in the aquatics sports education sector may affect our market share and pricing strategies.

Shifting trends in customer preferences or declining demand for swimming programs may impact our revenue.

A shortage of certified swim coaches may affect our ability to meet the demand for lessons and programs.

Outbreaks of diseases or pandemics can disrupt operations, affecting both program delivery and customer participation.

During the COVID-19 pandemic, the Singapore government provided significant assistance to support all industries. To cope with the elevated manpower costs resulting from Leave of Absence, Stay-Home Notice and the closure of the public spacing and facilities due to Circuit Breaker. Additionally, the government has helped companies address their acute worker shortages in the immediate term by increasing the inflow of new workers and bringing back existing workers. Any reduction or termination of such pandemic-era governmental support may negatively impact the business’s operations and cashflow.

Regular monitoring, strategic adaptation, and proactive management of these factors are crucial to maintaining the resilience and success of our group’s operations.

Results of Operations and Comparison for the Years ended December 31, 2024 and 2025

The following discussion is based on our Group’s historical results of operations and may not be indicative of our Group’s future operating performance.

5.A. Operating Results.

The following table sets forth certain operational data for the years ended December 31, 2023, 2024 and 2025

* 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, (ii) the 1:200 share subdivision and 5,000,000 share surrender approved on October 2, 2024, (iii) the 15 for 1 reverse share split effected on February 12, 2026, and (iv) the 30 for 1 reverse share split effected on May 4, 2026.

** Below S$1,000/US$1,000

As set forth in the following table, for the years ended December 31, 2024 and 2025 respectively, our revenue was derived from the following segment:

Our revenue for the years ended December 31, 2024 and 2025 is diversified across public and private sectors. Public sector income is driven by school-based programs and made up approximately 40% of our revenue for the years ended December 31, 2024 and 2025. In the private sector, revenue is mainly from private lessons and aquatic sports, pickleball, and sales of merchandise products, accounting for approximately 60% of our revenue for the years ended December 31, 2024 and 2025.

Total revenue decreased by approximately S$66,000 or 1.6% to approximately S$4.150 million (US$3.232 million) for the year ended December 31, 2025 from approximately S$4.216 million for the year ended December 31, 2024.

There was a reduction in revenue in both sectors for the year ended 2025 as compared to the year ended 2024 mainly attributed slightly lower enrolment levels during the financial year in 2025.

Revenue by geographical location

For the years ended December 31, 2024 and 2025, all of our net revenue was derived from customers located in Singapore.

Cost of revenue

Our cost of revenue primarily consists of test fees, certification fees and coaches’ fees. For the years ended December 31, 2024 and 2025, our cost of revenue was S$2.694 million and S$3.015 million (US$2.348 million), respectively. Our cost of revenue increased by S$321,000 or 12.0% mainly due to an increase in coaches’ fees.

Coaches’ fees increased by approximately S$322,000, or 13.9%, to approximately S$2.638 million (US$2.056 million) for the year ended December 31, 2025, compared to S$2.317 million for the year ended December 31, 2024. The increase was primarily attributable to higher hourly rates paid to coaches, as well as the continued engagement of coaches to support our training programs despite lower revenue recognized during the financial year.

Assessment fees and certification fees increased by approximately S$11,000, or 5.3% to approximately S$220,000 (US$171,000) compared to S$209,000 in the year ended December 31, 2024. Assessment fees increased slightly by approximately S$11,000, generally due to an overall rise in assessment cost during the year.

Merchandise cost has decreased by approximately S$34,000, or 47.2% to approximately S$38,000 (US$30,000) compared to S$72,000 in the year ended December 31, 2024. The decrease was primarily attributable to higher purchases of merchandise in the prior year, which reduced the need for purchases in the current year.

Gross profit and gross profit margin

The table below sets forth our gross profit and gross profit margin by segments for the years indicated as follows:

The decline in the gross profit margin from 36.1% for the year ended December 31, 2024 to 27.3% for the year ended December 31, 2025 can be attributed to an increase in coaches’ fees, which resulted in lower profit margins.

Our gross profit decreased by approximately S$387,000 or 25.4% during the year ended December 31, 2025 from the corresponding year before, due to drop in the number of students.

Gross profit margin for sales derived from the government sector decreased by 3.1% to 10.5% for the year ended December 31, 2025 from 13.6% for the corresponding year in 2024 mainly due to a decrease in school related projects.

Gross profit margin for sales derived from private sector decreased by 12.3% to 39.0% for the year ended December 31, 2025 from 51.3% for the year ended December 31, 2024 mainly to a reduction in student enrolments and less than optimal class sizes.

The overall decline in our gross profit margin was primarily attributable to lower class ratios and a reduction in the number of MOE contracts during the financial year. The reduction in MOE contracts was mainly due to the normalization of demand following the COVID-19 pandemic. During the pandemic, swimming lessons under school programmes were suspended or disrupted due to lockdown restrictions, resulting in students being unable to complete their swimming modules. After restrictions were lifted, programmes gradually resumed and multiple cohorts of students participated to catch up on delayed lessons, leading to higher participation levels in FY2023 and FY2024. As most of these backlog cohorts have since completed their programmes, participation levels in FY2025 have normalized to the typical annual cohort size, which largely comprises Primary 3 students under the existing programme structure, resulting in fewer MOE contracts compared to the prior periods. In addition, enrolment in the private sector is declined as activities and enrichment options normalized following the reopening of the economy, leading to increased availability of alternative activities for students.

Selling and distribution

Our selling and distribution expenses primarily consist of marketing and entertainment expenses. For the years ended December 31, 2024 and 2025, selling and distribution expenses were S$173,000 and S$333,000 (US$260,000), respectively. The increase was primarily attributable to a company-wide rebranding initiative, including updates to our logo, flyers, and letterheads. In addition, we engaged a marketing firm to support lead generation and other promotional activities.

General and administrative

The following table sets forth the breakdown of our general and administrative expenses for the periods indicated:

Our general and administrative expenses incurred were approximately S$1.303 million and S$2.274million (US$1.771 million), for the years ended December 31, 2024 and 2025, respectively, representing approximately 85.6%, and 198.5% of our gross profit for the corresponding years.

Bank charges mainly represent charges incurred on trade-related activities such as remittance charges.

Depreciation expense is charged on our plant and equipment, which includes (i) computer & software; (ii) renovation expenses; (iii) investment property; and (v) furniture and fittings

Amortization relates to the allocation charges over the useful life of the software purchased for our student portal management system.

Directors’ fees for the year ended December 31, 2025 relate to remuneration for our independent directors appointed following the listing of the company on September 4, 2025. As such, there is no comparative figure for the year ended December 31, 2024.

Legal and professional fees primarily consist of auditor’s remuneration, outsourced legal advice, corporate secretarial services, and investor relations support. For the years ended December 31, 2024 and 2025, legal and professional fees amounted to S$157,000 and S$449,000 (US$350,000), respectively. The increase was mainly attributable to higher professional service fees incurred in connection with ongoing compliance and corporate governance requirements as a publicly listed company, including the engagement of legal counsel, corporate secretarial services, auditors, and investor relations support.

Staff costs primarily comprised salaries, employee benefits, retirement contributions for administrative employees, and directors’ remuneration. For the years ended December 31, 2024 and 2025, staff costs amounted to approximately S$984,000 and S$1.368 million (US$1.065 million), respectively, reflecting an increase of about S$384,000. This increase was mainly attributable to higher directors’ remuneration and the hiring of additional administrative staffs to support overall business growth. These costs include employee salaries, bonuses, allowances, and contributions to the Singapore Central Provident Fund.

Stakeholder engagement event, a one-off event, amounted to approximately S$128,000 (US$100,000) for the year ended December 31, 2025. The event brought together coaches, students, and other key stakeholders, and included activities such as a dinner, lucky draw, and other engagement initiatives.

Miscellaneous expenses were comprised of insurance expenses, office supplies, repair and maintenance and other general expenses.

Total other income (expense), net

The following table sets forth the breakdown of total other income (expense), net, for the years indicated:

Our net total other income was S$125,000 for the year ended December 31, 2024 and S$111,000 (US$87,000) for the year ended December 31, 2025, primarily as a result of government grants net of interest expenses.

Interest income

Interest income earned from bank fixed deposit.

Interest expense

Our interest expense arose from secured bank loans. Interest expenses were approximately S$25,000 and S$19,000 (US$15,000) for the years ended December 31, 2024 and 2025 respectively. For more details of our bank borrowings, please see the paragraph headed “Bank Indebtedness” in this section.

Other income

Other Income of approximately S$6,000 (US$5,000) comprise of government paid leave and corporate income tax rebates for the year ended December 31, 2025 and S$11,000 for the year ended December 31, 2024.

Government grants

Government grants comprise mainly grants received for Jobs Growth Incentive (“JGI”), Progressive Wage Credit (“PWCS”), Senior Employment Credit, and Small Business Recovery Grant.

The JGI is an initiative introduced by the Singapore Government in August 2020 to support local hiring from September 2020 to March 2023, to provide wage support to employers to help them in hiring local employees by co-funding monthly salaries paid to each local employee.

The PWCS is an initiative introduced by the Singapore Government in 2022 to provide transitional wage support for employers to adjust to upcoming mandatory wage increases for lower-wage workers covered by the Progressive Wage and Local Qualifying Salary requirements and to voluntarily raise wages of lower-wage workers. Under the scheme, the Singapore Government will co-fund wage increases of eligible resident employees from 2022 to 2026 and receive the payout for the respective year by the first quarter of the following year.

For the year ended December 31, 2025, government grants of approximately S$13,000 (US$10,000) from PWCS and Senior Employment Credit and S$42,000 (US$ 33,000) from Enterprise Singapore Business Matching in Korea and digital marketing campaigns. For the year ended December 31, 2024, government grants of S$49,000 (US$36,000) from PWCS and Senior Employment Credit and S$52,000 (US$ 38,000) from Enterprise Singapore Business Matching in Korea and digital marketing campaign.

Rental income

Rental income of approximately S$32,000 (US$ 25,000) and S$30,000 primarily relates to the rental of office space recognized in the year ended December 31, 2025 and 2024.

Income tax expense

Income tax expense for the year ended December 31, 2024 comprised current year tax of S$4,000, net of an overprovision of S$5,000 relating to the prior year. For the year ended December 31, 2025, income tax expense comprised current year tax, adjusted for a under provision of S$4,000 (US$3,000) in the prior year.

Net Income/(Loss)

As a result of the foregoing, our net income amounted to approximately S$172,000 and loss of S$1.344 million (US$1.046 million) for the years ended December 31, 2024 and 2025, respectively.

Liquidity and Capital Resources

Our liquidity and working capital requirements primarily relate to our operating expenses. Historically, we have met our working capital and other liquidity requirements through a combination of cash generated from our operations, loans from banking facilities and net proceeds received from initial public offering. Going forward, we expect to fund our working capital and other liquidity requirements from various sources, including but not limited to cash generated from our operations, loans from banking facilities, the net proceeds from initial public offering, the net proceeds from future offering and other equity and debt financings, as and when appropriate.

Material Cash Requirements

Our cash requirements consist primarily of day-to-day operating expenses, capital expenditures and contractual obligations with respect to facility leases and other operating leases. We lease our office premises. We expect to make future payments on existing leases from cash generated from operations. We have limited credit available from our major vendors and are required to prepay the majority of our consumable purchases, which further constraints our cash liquidity.

We had the following contractual obligations as of December 31, 2025:

Cash flows – 2024 and 2025

The following table summarizes our cash flows for the years ended December 31, 2024 and 2025:

Cash flows from operating activities

For the year ended December 31, 2025, our net cash provided by operating activities was approximately S$614,000 (US$447,000), primarily reflecting net loss after tax of approximately S$1.365 million (US$1.063 million), as adjusted by the following:

(a) positive changes of approximately S$101,000 (US$77,000) in non-cash items primarily including depreciation and amortization;

(b) an increase of approximately S$19,000 (US$15,000) in interest expense;

(c) a decrease of approximately S$4,000 (US$3,000) in interest income;

(d) a decrease of approximately S$7,000 (US$36,000) in foreign reserve; and

(e) positive changes of approximately S$1,842,000 (US$1,403,000) in working capital primarily reflecting (i) a decrease of approximately S$1,304,000 (US$951,000) in deposit, prepayment and other receivables, (ii) an increase of approximately S$555,000 (US$466,000) in payable and (iv) a decrease of approximately S$4,000 (US$3,000) in income tax payable.

For the year ended December 31, 2024, our net cash provided by operating activities was approximately S$82,000 (US$61,000), primarily reflecting net profit after tax of approximately S$172,000 (US$126,000), as adjusted by the following:

(a) positive changes of approximately S$84,000 (US$62,000) in non-cash items primarily including depreciation and amortization;

(b) an increase of approximately S$25,000 (US$18,000) in interest expense;

(c) a decrease of approximately S$6,000 (US$4,000) in interest income; and

(d) negative changes of approximately S$193,000 (US$141,000) in working capital primarily reflecting (i) an increase of approximately S$1,000 (US$1,000) in accounts receivable (ii) a decrease of approximately S$85,000 (US$63,000) in deposit, prepayment and other receivables, (iii) an increase of approximately S$77,000 (US$57,000) in payable and (iv) a decrease of approximately S$186,000 (US$136,000) in income tax payable.

Cash flows from investing activities

For the year ended December 31, 2025, our net cash used in investing activities totaled approximately S$28,000 (US$22,000). This figure primarily comprised a purchase of property, plant, and equipment amounting to S$1,000 (US$1,000) and intangible asset amounting to S$31,000 (US$24,000). It was partially offset by the interest income of S$4,000 (US$3,000).

For the year ended December 31, 2024, our net cash used in investing activities totaled approximately S$86,000 (US$63,000). This figure primarily comprised a purchase of property, plant, and equipment amounting to S$33,000 (US$24,000) and intangible asset amounting to S$59,000 (US$43,000). It was partially offset by the interest income of S$6,000 (US$4,000).

Cash flows from financing activities

For the year ended December 31, 2025, our net cash provided by financing activities was approximately S$1.10 million (US$877,000), primarily consisting of proceeds from the issuance of share capital of approximately S$2.127 million (US$1.656 million); repayment of a loan of approximately S$62,000 (US$27,000), interest paid of approximately S$19,000 (US$15,000); lease payment of S$37,000 (US$27,000), advances of loan from Director to Company of S$730,000 (US$568,000) and repayments of loans to a director of S$1.641 million (US$1.278 million).

For the year ended December 31, 2024, our net cash used in financing activities was approximately S$497,000 (US$364,000), primarily consisting of a dividend of S$300,000 (US$220,000) paid to a shareholder of the Company; repayment of a loan of approximately S$112,000 (US$82,000), interest paid of approximately S$22,000 (US$16,000); lease payment of S$38,000 (US$28,000); advances of loan from Director to Company of S$1.254 million (US$920,000); repayments of loans from a director of S$125,000 (US$92,000) and advance payment of transaction cost in connection to the issuance of shares of S$1.15 million (US$845,000).

Capital Expenditures

There were capital expenditures of S$92,000 and S$32,000 incurred in the years ended December 31, 2024 and December 31, 2025, respectively.

We plan to fund our future capital expenditures with our existing cash balance and proceeds from the initial public offering. We will continue to make capital expenditures to meet the expected growth of our business.

Working Capital

We believe that we have sufficient working capital for our requirements for at least the next 12 months from the date of this annual report, in the absence of unforeseen circumstances, considering the financial resources presently available to us, including cash and cash equivalents on hand and cash flows from our operations.

Accounts receivable

For the year ended December 31, 2024 and December 31, 2025, there were no amount outstanding from trade receivables.

We determine, 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 receivables are written off after exhaustive collection efforts occur and the receivable is deemed uncollectible. In addition, receivable balances are monitored on an ongoing basis and we believe that our exposure to bad debts is nominal.

Amount due from (to) director

Amount due to director had a balance S$1.129 million and S$218,000 (US$170,000) as of December 31, 2024 and December 31, 2025 respectively. The amount due from (to) director is non-trade, unsecured, interest free and repayable on demand.

Accounts payable and accrued liabilities

Our account payable was approximately S$719,000 as of December 31, 2024 and S$1.274 million (US$992,000) as of December 31, 2025. The majority of the account payable consists of deposit received and deferred revenue received. Although these fees are classified under accounts payable, the nature of it is the same as deferred revenue as fees are collected before swimming classes are provided.

Deferred revenue is a contract liability in 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 the “Deferred revenue” account is shifted to a revenue account.

Deferred revenue recognized as revenue during the respective years ended December 31, 2024 and 2025 was S$462,000 and S$352,000 (US$257,000), respectively.

We did not have any material default in payment of accounts payable during the years ended December 31, 2024 and 2025.

Contractual Obligations

We believe that we have sufficient working capital for our requirements for at least the next 12 months from the date of this annual report, absent unforeseen circumstances, taking into account the financial resources presently available to us, including cash and cash equivalents on hand and cash flows from our operations.

We had the following contractual obligations as of December 31, 2025:

We had the following contractual obligations and lease commitments as of December 31, 2024:

Bank indebtedness

The term loan of S$500,000 was an unsecured borrowing from OCBC bank obtained in 2020 with an annual fixed interest rate of 2.50%. The loan is for a period of 5 years up to 2025. This amount was used to finance the expansion of our business. The term loan has matured by June 30, 2025.

The mortgage loan of S$420,000 was a secured borrowing from OCBC bank obtained in 2023. The loan is for a period of 27 years up to 2050 with an annual variable interest rate of 3.75%. This amount was used to finance the purchasing of our office at 7030 Ang Mo Kio Avenue 5 #09-102 Singapore 569880.

The Company’s bank borrowings currently are guaranteed by a personal guarantee from Ms. Lee, a director and shareholder of the Company.

Comparison of operating results for the years ended December 31, 2023 and 2024

The following discussion is based on our Group’s historical results of operations and may not be indicative of our Group’s future operating performance.

Revenue

As set forth in the following table, for the years ended December 31, 2023 and 2024 respectively, our revenue was derived from the following segment:

Our revenue for the years ended December 31, 2024 and 2023 is diversified across public and private sectors. Public sector income is driven by school-based programs and made up approximately 40% of our revenue for the years ended December 31, 2023 and 2024. In the private sector, revenue is mainly from private lessons and aquatic sports, and sales of merchandise products, accounting for approximately 60% of our revenue for the years ended December 31, 2023 and 2024.

Total revenue decreased by approximately S$434,000 or 9.3% to approximately S$4.216 million (US$3.086 million) for the year ended December 31, 2024 from approximately S$4.650 million for the year ended December 31, 2023.

There was a reduction in revenue in both sectors for the year ended 2024 as compared to the year ended 2023 mainly attributed to fewer MOE contracts being awarded and closure of certain swimming pools in early 2024, resulting in a reduction of students as some customers found it inconvenient to travel to new locations.

Revenue by geographical location

For the years ended December 31, 2023 and 2024, all of our net revenue was derived from customers located in Singapore. We do have plans to expand beyond Singapore.

Cost of revenue

Our cost of revenue primarily consists of test fees, certification fees and coaches’ fees. For the years ended December 31, 2023 and 2024, our cost of revenue was S$2.660 million and S$2.694 million (US$1.972 million), respectively. Our cost of revenue increased by S$34,000 or 1.3% mainly due to an increase in coaches’ fees and cost of merchandise.

Coaches’ fees increased by approximately S$8,000, or 0.3% to approximately S$2.317 million (US$1.702 million) compared to S$2.309 million for the year ended December 31,2023. The increase was as a result of efforts to introduce more classes to the students and hence, we increased class offerings that necessitated higher coaches’ fees. However, overall student enrollment was still lower than in 2023 because even though we increased the number of classes offered, these classes were not at maximum enrollment.

Entrance fees decreased by approximately S$31,000, or 13.1% to approximately S$209,000 (US$153,000) compared to S$240,000 in the year ended December 31, 2023. The reduction in students in 2024 led to a decrease in overall entrance fee expenses.

Assessment fees decreased by approximately S$11,000, or 13.5% to approximately S$71,000 (US$52,000) compared to S$82,000 in the year ended December 31, 2023. The reduction in students in 2024 led to a decrease in overall assessment fees and certifications.

Cost of goods sold – merchandise and related shipment cost increased by approximately S$47,000, or 1673% to approximately S$75,000 (US$55,000) compared to S$28,000 in the year ended December 31, 2023. The increase in 2024 was due to a change in the design of our apparel to enhance our corporate image in our re-branding exercise in the first half year of 2024.

Gross profit and gross profit margin

The table below sets forth our gross profit and gross profit margin by segments for the years indicated as follows:

The decline in the gross profit margin from 42.8% for the year ended December 31, 2023 to 36.1% for the year ended December 31, 2024 can be attributed to an increase in coaches’ fees, which resulted in lower profit margins.

Our gross profit decreased by approximately S$468,000 or 23.5% during the year ended December 31, 2024 from the corresponding year before, due to a dip in class ratio and a drop in the number of students due to pool closure for retrofitting.

Gross profit margin for sales derived from the government sector decreased by 1.3% to 13.7% for the year ended December 31, 2024 from 15.0% for the corresponding year in 2023 mainly due to a decrease in school related projects.

Gross profit margin for sales derived from private sector decreased by 12.5% to 51.2% for the year ended December 31, 2024 from 63.7% for the year ended December 31, 2023 mainly to a reduction in student enrolments and less than optimal class sizes.

The overall decline in our gross profit margin can be attributed mainly to dip in class ratio and fewer MOE contracts. The fewer MOE contracts are a result of the trickle-down effect of the COVID-19 pandemic as for the years after the pandemic. Students were unable to swim due to the lock down restrictions and classes were gradually reinstated and students were catching up after the easing of restrictions, hence we had multiple years of students taking classes through MOE contracts. Going forward, only Primary 3 grade students will participate in the MOE program so overall MOE numbers are down from recent prior years as a result.

Selling and distribution

Our selling and distribution expenses primarily consist of marketing and entertainment expenses. For the years ended December 31, 2023 and 2024, our selling and distribution expenses were S$25,000 and S$173,000 (US$126,000) respectively. The increase is attributed to the increase of digital advertisement and trade mission to regional countries.

General and administrative

The following table sets forth the breakdown of our general and administrative expenses for the periods indicated:

Our general and administrative expenses incurred were approximately S$759,000 and S$1.3 million (US$954,000), for the years ended December 31, 2023 and 2024, respectively, representing approximately 38.2%, and 85.6% of our gross profit for the corresponding years.

Bank charges mainly represent charges incurred on trade-related activities such as remittance charges.

Depreciation expense is charged on our plant and equipment, which includes (i) computer & software; (ii) renovation expenses; (iii) investment property; and (v) furniture and fittings

Amortization relates to the allocation charges over the useful life of the software purchased for our student portal management system.

Legal and professional fees mainly represented auditor’s remuneration and outsourced of legal advice. Legal and professional fees for the years ended December 31, 2023 and 2024 amounted to S$1,000 and S$157,000 (US$115,000), respectively. The increase was mainly due to higher professional service fees as a result of the costs related to our initial public offering.

Staff costs primarily comprised salaries, employee benefits, retirement contributions for administrative employees, and directors’ remuneration. For the years ended December 31, 2023, and 2024, staff costs amounted to approximately S$645,000 and S$984,000 (US$720,000), respectively, reflecting an increase of about S$339,000. This increase was mainly attributable to higher directors’ remuneration and the hiring of additional administrative staff to support overall business growth. These costs include employee salaries, bonuses, allowances, and contributions to the Singapore Central Provident Fund.

Miscellaneous expenses were comprised of accounting fees, corporate secretarial and tax fees, insurance expenses, office supplies, repair and maintenance and other general expenses.

Total other income (expense), net

The following table sets forth the breakdown of total other income (expense), net, for the years indicated:

Our net total other income was S$29,000 for the year ended December 31, 2023 and S$125,000 (US$91,000) for the year ended December 31, 2024, primarily as a result of government grants net of interest expenses.

Interest income

Interest income earned from bank fixed deposit.

Interest expense