UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~September~~November 2025

Commission File Number 001-42823

Fitness Champs Holdings Limited (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s Name Into English)

7030 Ang Mo Kio Street, Avenue 5, #04-48,

7030 Ang Mo Kio Street, Avenue 5, #04-48,

North Star@AMK, Singapore

569880

(Address of principal executive offices)

(Zip Code)

North Star@AMK, Singapore 569880

________

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

~~Entry~~Indicate ~~into~~by acheck ~~Material~~mark ~~Definitive~~if ~~Agreement~~the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

OnIndicate ~~September~~by 3,check ~~2025,~~mark ~~Fitness~~if ~~Champs Holdings Limited (~~the ~~“Company”)~~registrant ~~entered~~is ~~into~~submitting ~~an underwriting agreement (~~the ~~“Underwriting Agreement”)~~Form ~~with~~6-K ~~Bancroft~~in ~~Capital,~~paper ~~LLC,~~ as ~~representative~~permitted ofby ~~the~~Regulation ~~underwriters~~S-T ~~(the~~Rule ~~“Representative”) and certain selling shareholders, in connection with its initial public offering~~ 101(~~the “IPO”~~b) ~~of 3,750,000 ordinary shares, par value US$0.000005 per share~~ (~~the “Shares”~~7): at a price of US$4.00 per Share (the “Offering Price”). The Company sold 2,000,000 Shares and the selling shareholders sold an aggregate of 1,750,000 Shares. The Company will receive total gross proceeds of US$8,000,000, before deducting underwriting discounts and offering expenses. The Company will not receive any proceeds from the sale of Shares by the selling shareholders.____

~~The~~Indicate ~~Underwriting~~by ~~Agreement~~check ~~contains~~mark ~~customary~~whether ~~representations and warranties that~~ the ~~parties~~registrant ~~thereto~~by ~~made~~furnishing ~~to, and solely for~~ the ~~benefit of,~~information ~~the~~contained ~~other party~~ in ~~the~~this ~~context~~Form ofis ~~all~~also ofthereby ~~the~~furnishing ~~terms and conditions of that Underwriting Agreement and in~~ the context of the specific relationship between the parties. The provisions of the Underwriting Agreement and schedules and exhibits thereto, including the representations and warranties contained therein respectively, are not for the benefit of any party other than the parties to such documents and agreements and are not intended as documents for investors and the public to obtain factual information ~~about the current state of affairs of the~~ ~~parties~~ to ~~those documents and agreements. Rather, investors and~~ the ~~public~~Commission ~~should~~pursuant ~~look~~ to ~~other~~Rule ~~disclosures~~12g3-2(b) ~~contained~~under in the ~~Company’s filings with the~~ Securities ~~and~~ Exchange ~~Commission.~~Act of 1934:

~~The~~Yes ~~Company’s~~☐ ~~registration statement on Form F-1 (File~~ No. 333-287405) for the IPO, originally filed with the SEC on May 19, 2025 (as amended, the “Registration Statement”) was declared effective by the SEC on September 3, 2025. The Shares began trading on the Nasdaq Capital Market on September 4, 2025, under the ticker symbol “FCHL.” The IPO closed on September 5, 2025. A final prospectus relating to the IPO was filed with the SEC on September 4, 2025.☒

~~The~~If ~~Company’s~~“Yes” ~~officers,~~is ~~directors~~marked, ~~and~~indicate ~~certain~~below ofthe ~~its~~file ~~shareholders~~number ~~have~~assigned ~~agreed, not~~ to ~~offer, issue, sell, contract to sell, encumber, grant any option for~~ the ~~sale~~registrant ofin orconnection ~~otherwise~~with ~~dispose~~Rule ~~of any Shares or other securities convertible into or exercisable or exchangeable for Shares for a period of six~~ 12g3-2(6b) ~~months from the effective date of the Registration Statement, without the prior written consent of the Representative.~~:

~~Other~~Nasdaq ~~Events~~Minimum Bid Price Deficiency Letter

InOn ~~connection~~November ~~with~~6, ~~the IPO~~2025, ~~the~~Fitness ~~Company~~Champs ~~issued~~Holdings aLimited ~~press~~(the ~~release~~“Company”) onreceived ~~September~~a 4,letter ~~2025~~from ~~announcing~~ the ~~pricing~~Listing ofQualifications ~~the IPO and a press release~~staff onof ~~September~~The 5,Nasdaq ~~2025~~Stock ~~announcing~~Market ~~the~~(“Nasdaq”) ~~closing~~notifying of the ~~IPO.~~Company ~~The~~that ~~press~~based ~~releases,~~on ~~furnished~~the inclosing ~~this~~bid ~~report~~price asof ~~Exhibit~~the ~~99.1~~Company ~~and~~for ~~Exhibit~~the ~~99.2,~~period ~~are~~from ~~incorporated~~September ~~herein~~24, by2025 ~~reference~~to ~~and~~November ~~shall~~5, ~~not~~2025, bethe ~~deemed~~Company tono belonger ~~“filed”~~meets ~~for~~ the ~~purposes~~continued oflisting ~~Section~~requirement 18 of ~~the~~Nasdaq ~~Securities Exchange~~under ~~Act~~Nasdaq ofListing Rules ~~1934~~5550(a)(2), orto ~~otherwise~~maintain ~~subject~~a tominimum ~~the~~bid ~~liabilities~~price of ~~that~~$1 ~~section~~per share.

~~This~~Nasdaq ~~report~~has ~~does~~provided ~~not~~the ~~constitute~~Company anwith ~~offer~~a to180-calendar ~~sell~~day compliance period, or ~~the~~until ~~solicitation~~May of5, an2026, ~~offer~~in which to ~~buy~~regain compliance with Nasdaq continued listing requirement. In the event that the Company does not regain compliance in the compliance period, ~~nor~~the ~~shall~~Company ~~there~~may be ~~any~~eligible ~~sale~~for an additional 180 calendar days, should the Company meet the continued listing requirement for market value of ~~these~~publicly ~~securities~~held shares and inall ~~any~~other ~~state~~initial orlisting ~~jurisdiction~~standards infor ~~which~~The ~~such~~Nasdaq ~~offer~~Capital Market, ~~solicitation~~with orthe ~~sale~~exception ~~would~~of bethe ~~unlawful~~bid ~~prior~~price requirement, and is able to provide written notice of its intention to cure the ~~registration~~deficiency orduring ~~qualification~~the ~~under~~second compliance period, by effecting a reverse stock split, if necessary. However, if it appears that the ~~securities~~Company ~~laws~~will ofnot ~~any~~be ~~such~~able ~~state~~to cure the deficiency, or ~~jurisdiction~~if the Company is otherwise not eligible, Nasdaq will provide notice that the Company’s securities will be subject to delisting.

~~Forward-Looking~~The ~~Statements~~Company is currently evaluating options to regain compliance and intends to timely regain compliance with Nasdaq’s continued listing requirement. Although the Company will use all reasonable efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other Nasdaq continued listing requirement.

~~Matters~~On ~~discussed~~November ~~in this report may constitute forward-looking statements. Forward-looking statements include statements concerning plans~~10, ~~objectives~~2025, ~~goals,~~ ~~strategies,~~the ~~future~~Company ~~events~~issued ora ~~performance,~~press ~~and~~release ~~underlying~~discussing ~~assumptions~~the ~~and~~receipt ~~other statements, other than statements~~ of ~~historical facts.~~the ~~The~~deficiency ~~words “believe~~letter,” ~~“anticipate,”~~which ~~“intends,”~~is ~~“estimate,”~~filed ~~“potential,” “may,”~~as ~~“should,”~~exhibit ~~“expect” “pending” and similar expressions identify forward-looking statements~~99. ~~The forward-looking statements in this report are based upon various assumptions. Although we believe that these assumptions~~1 ~~were reasonable when made, because these assumptions are inherently subject~~ to ~~significant~~this ~~uncertainties~~Form ~~and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations~~6-K.

Exhibit No		Description
1.1		Underwriting Agreement dated September 3, 2025 between the Company, the selling shareholders and Bancroft Capital LLC
99.1		Fitness Champs Holdings Limited Announces Pricing of Initial Public Offering
99.2		Fitness Champs Holdings Limited Announces Closing of Initial Public Offering

Exhibits

~~SIGNATURE~~99.1 Press Release on Receipt of Nasdaq Deficiency Letter dated November 10, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Fitness Champs Holdings Limited
Date: September 5, 2025	By	/s/ Joyce Lee Jue Hui
Date: November 10, 2025	By	/s/ Joyce Lee Jue Hui
		Joyce Lee Jue Hui
		Executive Director
		Chief Executive Officer and Executive Director
		Chief Executive Officer

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