《「新加坡游泳培訓企業」Fitness Champs Holdings Ltd（FCHL）美股招股說明書 F-1（首版）（英文版）（187頁）.pdf》由會員分享，可在線閱讀，更多相關《「新加坡游泳培訓企業」Fitness Champs Holdings Ltd（FCHL）美股招股說明書 F-1（首版）（英文版）（187頁）.pdf（187頁珍藏版）》請在三個皮匠報告上搜索。

1、2025/5/20 10:55sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htm1/187 As filed with the Securities and Exchange Commission on May 19,2025 Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONW

2、ASHINGTON,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 FITNESS CHAMPS HOLDINGS LIMITED(Exact name of registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 7999-67 Not Applicable(State or Jurisdiction ofIncorporati

3、on or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)7030 Ang Mo KioAvenue 5,#04-48NorthStarAMKSingapore 569880+65 9005 5495(Address,including zip code,and telephone number,including area code,of registrants principal executive office)Cogency Gl

4、obal Inc.122 East 42nd Street,18th FloorNew York,New York 10168800-221-0102(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:David Ficksman/R.Joilene WoodTroy Gould PC1801 Century Park East Suite 1600Los Angeles,CA 90067-2367Tel:(310)553-4441 Be

5、njamin Tan,Esq.Sichenzia Ross Ference Carmel LLP1185 Avenue of the Americas,31st floorNew York,NY 10036Tel:(212)930-9700 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this registration statement.If any of the securities being regis

6、tered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,checkthe following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following box and list

7、the Securities Actregistration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registrationstatement number of t

8、he earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the

9、same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the regist

10、rant has elected not to use theextended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The term new or revised financial accounting standard refers to any update issued by the Financial Accounting St

11、andards Board to its Accounting StandardsCodification after April 5,2012.The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file afurther amendment that specifically states that this Registration S

12、tatement shall thereafter become effective in accordance with Section 8(a)of the SecuritiesAct of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission,acting pursuant to saidSection 8(a),may determine.2025/5/20 10:55sec.gov/Archives/

13、edgar/data/2023796/000164117225011509/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htm2/187 EXPLANATORY NOTE This Registration Statement contains two prospectuses,as set forth below.Public Offering Prospectus.A prospectus(the“Public Offering Prospectus”)to be

14、used for the initial public offering of 3,750,000 ordinary shares of theRegistrant(the“Ordinary Shares”)through the underwriter named in the Underwriting section of the Public Offering Prospectus,of which 2,000,000 OrdinaryShares are offered by the Registrant and an aggregate of 1,750,000 Ordinary S

15、hares are offered by the Selling Shareholders.Resale Prospectus.A prospectus to be used for the potential resale by the Resale Shareholder of an aggregate of 2,113,500 Ordinary Shares of the registrant(the“Resale Prospectus”).The Resale Shares contained in the Resale Prospectus will not be underwrit

16、ten and sold through the underwriter.The Resale Prospectus is substantively identical to the Public Offering Prospectus,except for the following principal points:they contain different outside and inside front covers;the Offering section in the Prospectus Summary section on page 12 of the Public Off

17、ering Prospectus is removed and replaced with the Offering section on pageAlt-3 of the Resale Prospectus;they contain different Use of Proceeds sections on page 33 of the Public Offering Prospectus which are removed and replaced with the Use of Proceeds section onpage Alt-3 of the Resale Prospectus;

18、a Resale Shareholder section is included in the Resale Prospectus beginning on page Alt-3 of the Resale Prospectus;the Capitalization and Dilution sections on page 34 and page 37 of the Public Offering Prospectus are deleted from the Resale Prospectus respectively;references in the Public Offering P

19、rospectus to the Resale Prospectus will be deleted from the Resale Prospectus;the Underwriting section on page 133 of the Public Offering Prospectus is removed and replaced with a Plan of Distribution section on page Alt-6 of the ResaleProspectus;the Legal Matters section on page 137 of the Public O

20、ffering Prospectus is removed and replaced with the Legal Matters on page Alt-7 of the Resale Prospectus;and the outside back cover of the Public Offering Prospectus is deleted from the Resale Prospectus.The Registrant has included in this Registration Statement,after the financial statements,a set

21、of alternate pages(the“Alternate Pages”)to reflect the foregoingdifferences of the Resale Prospectus as compared to the Public Offering Prospectus.The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the Registrant.The Resale Prospectus will bes

22、ubstantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by ResaleShareholder.2025/5/20 10:55sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htmhttps:/www.sec.gov/Archives/edgar/dat

23、a/2023796/000164117225011509/formf-1.htm3/187 The information in this prospectus is not complete and may be changed or supplemented.We may not sell these securities until the registration statementfiled with the Securities and Exchange Commission is effective.This prospectus is not an offer to sell

24、these securities,and it is not soliciting an offer to buythese securities in any jurisdiction where such offer or sale is not permitted.PRELIMINARY PROSPECTUS Subject to Completion,dated May 19,2025 Fitness Champs Holdings Limited 2,000,000 Ordinary Shares by the Company1,750,000 Ordinary Shares by

25、the Selling Shareholders This is an initial public offering of our ordinary shares,of par value US$0.000005 per share(the“Ordinary Shares”).We are offering 2,000,000 Ordinary Shares andthe Selling Shareholders(as defined and named herein)are offering an aggregate of 1,750,000 Ordinary Shares to be s

26、old in the offering pursuant to this prospectus.We will not receive any proceeds from the sale of the Ordinary Shares to be sold by the Selling Shareholders.We anticipate that the initial public offering price of theOrdinary Shares will be between US$4.00 and US$5.00 per Ordinary Share.Prior to this

27、 offering,there has been no public market for our Ordinary Shares.We intend to apply to list our Ordinary Shares on the Nasdaq Capital Market or anothernational securities exchange under the symbol“FCHL”.This offering is contingent upon the listing of our Ordinary Shares on the Nasdaq Capital Market

28、 or anothernational securities exchange.There can be no assurance that we will be successful in listing our Ordinary Shares on the Nasdaq Capital Market or another nationalsecurities exchange.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprov

29、ed of these securities or passed upon theadequacy or accuracy of this prospectus.Any representation to the contrary is a criminal offense.Investing in our Ordinary Shares involves a high degree of risk,including the risk of losing your entire investment.See Risk Factors beginning on page 13 toread a

30、bout factors you should consider before buying our Ordinary Shares.We are an“Emerging Growth Company”and a“Foreign Private Issuer”under applicable U.S.federal securities laws and,as such,are eligible for reduced publiccompany reporting requirements.Please see Implications of Being an Emerging Growth

31、 Company and Implications of Being a Foreign Private Issuer beginning onpage 11 and page 11 of this prospectus for more information.We are a holding company that is incorporated in the Cayman Islands as an exempted company.As a holding company with no operations,we conduct all of ouroperations throu

32、gh our wholly-owned subsidiaries,Fitness Champs Pte.Ltd and Fitness Champs Aquatics Pte.Ltd,in Singapore.The Ordinary Shares offered in thisoffering are shares of the holding company that is incorporated in the Cayman Islands as an exempted company.2025/5/20 10:55sec.gov/Archives/edgar/data/2023796/

33、000164117225011509/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htm4/187 Investors of our Ordinary Shares should be aware that they do not directly hold equity interests in Fitness Champs Pte.Ltd or Fitness Champs Aquatics Pte.Ltd,but rather are purchasing equ

34、ity solely in Fitness Champs Holdings Limited,the Cayman Islands holding company,which indirectly owns 100%equityinterests in Fitness Champs Pte.Ltd and Fitness Champs Aquatics Pte.Ltd.Upon completion of this offering,our issued and outstanding shares will consist of 17,000,000 Ordinary Shares.We wi

35、ll be a“controlled company”as defined underNasdaq Capital Market Marketplace Rule 5615(c)because,immediately after the completion of this offering,Ms.Joyce Lee Jue Hui will control,through her wholly-owned company Big Treasure Investments Limited,8,707,850 Ordinary Shares representing approximately

36、51.2%of the voting power of our issued and outstandingOrdinary Shares.Although we do not intend to rely on the“controlled company”exemption under the Nasdaq listing rules,we could elect to rely on this exemption inthe future.If we elected to rely on the“controlled company”exemption,a majority of the

37、 members of our board of directors might not be independent directors andour nominating and corporate governance and remuneration committees might not consist entirely of independent directors upon closing of the offering set forth inthis prospectus.Per Share Total(4)Initial public offering price(1)

38、US$4.00 US$15,000,000(4)Underwriting discounts and commissions(2)US$0.28 US$1,050,000 Proceeds to the Company before expenses(3)US$3.72 US$7,440,000 Proceeds to the Selling Shareholders before expenses(3)US$3.72 US$6,510,000 (1)Initial public offering price per share is assumed to be US$4.00(being t

39、he lower end of the offer price range as set out in the cover page of this prospectus).(2)We have agreed to pay the underwriter a discount equal to 7.0%of the gross proceeds of the offering.This table does not include a non-accountable expenseallowance equal to 1%of the gross proceeds of this offeri

40、ng payable to the underwriter.For a description of the other compensation to be received by the underwriter,see“Underwriting”beginning on page 133.(3)Excludes fees and expenses payable to the underwriter.The total amount of underwriter expenses related to this offering is set forth in the section en

41、titled“Expenses Relating to This Offering”on page 127.The Company will not receive any proceeds from the sale of Ordinary Shares by the Selling Shareholders.(4)Includes US$8,000,000 gross proceeds from the sale of 2,000,000 Ordinary Shares offered by our Company and US$7,000,000 gross proceeds from

42、the sale of1,750,000 in aggregate Ordinary Shares offered by the Selling Shareholders,assuming the low end of the offer price range per share).If we complete this offering,net proceeds will be delivered to us and the Selling Shareholders on the closing date.The underwriter expects to deliver the Ord

43、inary Shares to the purchasers against payment on or about,2025.You should not assume that the information contained in the registration statement to which this prospectus is a part is accurate as of any date other than the datehereof,regardless of the time of delivery of this prospectus or of any s

44、ale of the Ordinary Shares being registered in the registration statement of which this prospectusforms a part.No dealer,salesperson or any other person is authorized to give any information or make any representations in connection with this offering other than thosecontained in this prospectus and

45、,if given or made,the information or representations must not be relied upon as having been authorized by us.This prospectus doesnot constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus,or an offer to sell or a solicitatio

46、n of anoffer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of thesesecurities or dete

47、rmined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.Bancroft Capital,LLC The date of this prospectus is May,2025.2025/5/20 10:55sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2023796/0001

48、64117225011509/formf-1.htm5/187 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1PRESENTATION OF FINANCIAL INFORMATION2MARKET AND INDUSTRY DATA3SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS4CONVENTIONS THAT APPLY TO THIS PROSPECTUS5PROSPECTUS SUMMARY7RISK FACTORS13ENFORCEABILITY OF CIVIL LIABILITIES3

49、1USE OF PROCEEDS33CAPITALIZATION34DIVIDENDS AND DIVIDEND POLICY36DILUTION37SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA38MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS41HISTORY AND CORPORATE STRUCTURE66INDUSTRY OVERVIEW69BUSINESS77REGULATORY ENVIRONMENT89MANAGE

50、MENT94PRINCIPAL AND SELLING SHAREHOLDERS110RELATED PARTY TRANSACTIONS111DESCRIPTION OF SHARE CAPITAL112CERTAIN CAYMAN ISLANDS COMPANY CONSIDERATIONS117SHARES ELIGIBLE FOR FUTURE SALE125EXPENSES RELATED TO THIS OFFERING127MATERIAL TAX CONSIDERATIONS128UNDERWRITING133LEGAL MATTERS137EXPERTS138WHERE YO

51、U CAN FIND ADDITIONAL INFORMATION139INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 Through and including,2025(the 25th day after the date of this prospectus),all dealers that effect transactions in these Ordinary Shares,whether or notparticipating in this offering,may be required to deliver a prospec

52、tus.This is in addition to the dealers obligation to deliver a prospectus when acting as anunderwriter and with respect to their unsold allotments or subscriptions.i 2025/5/20 10:55sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2023796/000164

53、117225011509/formf-1.htm6/187 ABOUT THIS PROSPECTUS Neither we,the Selling Shareholders nor the underwriter have authorized anyone to provide you with any information or to make any representations otherthan as contained in this prospectus or in any related free writing prospectus.Neither we,the Sel

54、ling Shareholders nor the underwriter take responsibility for,andprovide no assurance about the reliability of,any information that others may give you.This prospectus is an offer to sell only the securities offered hereby,but onlyunder circumstances and in jurisdictions where it is lawful to do so.

55、The information contained in this prospectus is accurate only as of the date of this prospectus,regardless of the time of delivery of this prospectus or any sale of the securities.Our business,financial condition,results of operations and prospects may havechanged since that date.For investors outsi

56、de the United States:Neither we,the Selling Shareholders nor the underwriter have done anything that would permit this offering orpossession or distribution of this prospectus in any jurisdiction,other than the United States,where action for that purpose is required.Persons outside the UnitedStates

57、who come into possession of this prospectus must inform themselves about,and observe any restrictions relating to,the offering of the Ordinary Shares and thedistribution of this prospectus outside the United States.We obtained statistical data,market data and other industry data and forecasts used i

58、n this prospectus from market research,publicly available informationand industry publications.While we believe that the statistical data,industry data,forecasts and market research are reliable,we have not independently verified thedata.12025/5/20 10:55sec.gov/Archives/edgar/data/2023796/0001641172

59、25011509/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htm7/187 PRESENTATION OF FINANCIAL INFORMATION Basis of Presentation Unless otherwise indicated,all financial information contained in this prospectus is prepared and presented in accordance with generally

60、accepted accountingprinciples in the United States of America(“U.S.GAAP”or“GAAP”).Certain amounts,percentages and other figures included in this prospectus have been subject to rounding adjustments.Accordingly,amounts,percentages andother figures shown as totals in certain tables or charts may not b

61、e the arithmetic aggregation of those that precede them and amounts and figures expressed aspercentages in the text may not total 100%or,when aggregated may not be the arithmetic aggregation of the percentages that precede them.Our fiscal year ends on December 31 of each year.References in this pros

62、pectus to a fiscal year,such as“fiscal year 2024”,relate to our fiscal year endedDecember 31 of that calendar year.For the sake of undertaking a public offering of its Ordinary Shares,effective June 19,2024,the Company completed a series of reorganizing transactionsresulting in 100,000 Ordinary Shar

63、es outstanding as of the date of this prospectus,which have been retroactively restated to the beginning of the first period presentedherein.On October 2,2024,for purposes of recapitalization in anticipation of the initial public offering,the Company amended its memorandum of association toeffect a

64、1:200 forward stock split and to change the authorized share capital to$500,000 divided into 100,000,000,000 ordinary shares,of a par value of$0.000005each.Concurrently,Big Treasure surrendered 3,235,950 ordinary shares,Creative Path surrendered 245,000 ordinary shares,Easy Builder surrendered 954,5

65、00ordinary shares,Biostar surrendered 222,000 ordinary shares,True Height surrendered 97,500 ordinary shares and Fuji surrendered 245,050 ordinary shares to theCompany,respectively or 25.0%of their shareholdings each.None of these shareholders surrendering their ordinary shares received any consider

66、ation for surrender oftheir ordinary shares,nor are there any agreements or arrangements in place under which any of these shareholders will surrender their respective ordinary shares.Unless otherwise indicated,all references to Ordinary Shares,share data,per share data,and related information have

67、been retroactively adjusted,where applicable,inthis prospectus to reflect the 1:200 forward stock split of our Ordinary Shares and the shares surrendered by our existing shareholders on October 2,2024 as if theyhad occurred at the beginning of the earlier period presented.Financial Information in Un

68、ited States Dollars Our reporting currency is the United States Dollar.This prospectus also contains translations of certain foreign currency amounts into United States Dollarsfor the convenience of the reader.Unless otherwise stated,all translations of Singapore Dollars into United States Dollars w

69、ere made at S$1.3603 to US$1.00 foramounts relevant to the fiscal year ended December 31,2024 in accordance with our internal exchange rate.We make no representation that the Singapore Dollar orUnited States Dollar amounts referred to in this prospectus could have been or could be converted into Uni

70、ted States Dollars or Singapore Dollars,as the case may be,at any particular rate or at all.22025/5/20 10:55sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htm8/187 MARKET AND INDUSTRY DATA Certain market dat

71、a,statistical data and other industry data and forecasts used throughout this prospectus were obtained from internal company surveys,market research,consultant surveys,reports of governmental and international agencies and industry publications and surveys including the Report of Frost&Sullivan,an i

72、ndependent third-party global research organization,commissioned by the Company.Although industry publications and third-party research,surveysand reports generally indicate that their information has been obtained from sources believed to be reliable,we have not independently verified such data and

73、forecasts.This information involves a number of assumptions and limitations,and if any one or more of the assumptions or limitations underlying such data andforecasts are later found to be incorrect,actual results may differ from the projections based on these assumptions.You are cautioned not to gi

74、ve undue weight to suchdata and forecasts.Our estimates involve risks and uncertainties and are subject to change based on various factors,including those discussed under the heading“RiskFactors”in this prospectus.32025/5/20 10:55sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htmhttp

75、s:/www.sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htm9/187 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements that relate to our current expectations and views of future events.These forward-looking statements arecontained princi

76、pally in the sections entitled“Prospectus Summary,”“Risk Factors,”“Use of Proceeds,”“Managements Discussion and Analysis of FinancialCondition and Results of Operations,”“Industry Overview”and“Business.”These statements relate to events that involve known and unknown risks,uncertaintiesand other fac

77、tors,including those listed under“Risk Factors,”which may cause our actual results,performance or achievements to be materially different from anyfuture results,performance or achievements expressed or implied by the forward-looking statements.In some cases,these forward-looking statements can be id

78、entified 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 thanstatements of historical facts included in this doc

79、ument,including those regarding future financial position and results,business strategy,plans and objectives ofmanagement 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

80、 from time to time make other oral or written statements which are forward-looking statements,including in our periodic reports thatwe 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

81、 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 fromthe information contained in the forward-looking statements a

82、s a result of a number of factors,including,without limitation,the risk factors set forth in“Risk Factors”and the following:changes in the laws,regulations,policies and guidelines in Singapore;the regulatory environment in Singapore;competition in the sports education industry in Singapore;developme

83、nts related to the COVID-19 pandemic;breaches of laws or regulations in the operation and management of our current and future businesses and assets;the overall economic environment and general market and economic conditions in Singapore;our ability to execute our strategies;changes in the need for

84、capital and the availability of financing and capital to fund these needs;our ability to anticipate and respond to changes in the sports education market,and in customer demands,trends and preferences;war,acts of international or domestic terrorism,civil disturbances,occurrences of catastrophic even

85、ts,man-made disasters and acts of God such asfloods,earthquakes,typhoons and other adverse weather and natural conditions that affect our business or assets;the loss of key personnel and the inability to replace such personnel on a timely basis or on terms acceptable to us;and legal,regulatory and o

86、ther proceedings arising out of our operations.The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in thisprospectus.Except as required by law,we undertake no obligation to update or revise publicly any forward-l

87、ooking statements,whether as a result of newinformation,future events or otherwise,after the date on which the statements are made or to reflect the occurrence of unanticipated events.You should not placeundue reliance on these forward-looking statements.You should read this prospectus and the docum

88、ents that we reference in this prospectus and have filed as exhibits to the registration statement,of which thisprospectus is a part,completely and with the understanding that our actual future results or performance may be materially different from what we expect.42025/5/20 10:55sec.gov/Archives/ed

89、gar/data/2023796/000164117225011509/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htm10/187 CONVENTIONS THAT APPLY TO THIS PROSPECTUS Unless otherwise indicated or the context otherwise requires,all references in this prospectus to the terms the“Company”,“we”,“

90、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 Ordinary Shares being offered and/orany of our subsidiaries,where applicable.Throughout this prospectus,we use a number of key terms and provide a nu

91、mber of key performance indicators used by management.Unless the contextotherwise requires,the following definitions apply throughout where the context so admits:“Amended and Restated Memorandum andArticles of Association”:the amended and restated memorandum and articles of association of our Compan

92、y adopted on October 2,2024 andas supplemented,amended or otherwise modified from time to time and as in place at the time of this offering.A copyof the Amended and Restated Memorandum and Articles of Association is filed as Exhibit 3.1 to our RegistrationStatement of which this prospectus forms a p

93、art“Big Treasure”:Big Treasure Investments Limited,a company incorporated in the BVI and wholly-owned by Ms.Lee“Biostar”:Biostar Developments Limited,a company incorporated in the BVI and wholly-owned by Ms.Yau Ying Ying,anIndependent Third Party,and that holds 4.44%of our Company prior to this offe

94、ring “Board”:the board of directors of our Company“Business Day”:a day(other than a Saturday,Sunday or public holiday in the U.S.)on which licensed banks in the U.S.are generallyopen for normal business to the public“BVI”:British Virgin Islands“Company”:Fitness Champs Holdings Limited,an exempted co

95、mpany incorporated in the Cayman Islands with limited liabilityunder the Companies Act on February 15,2024“Companies Act”:the Companies Act(2025 Revision)of the Cayman Islands,as amended“Creative Path”:Creative Path Holdings Limited,a company incorporated in the BVI and wholly-owned by Ms.Lim Shu Qi

96、,anIndependent Third Party,and that holds 4.90%of our Company prior to this offering“Directors”:the directors of our Company as at the date of this prospectus,unless otherwise stated“Easy Builder”:Easy Builder Limited,a company incorporated in the BVI and wholly-owned by Mr.Hong Shieh Yung Travis,an

97、dthat holds 19.09%of our Company prior to this offering.As such,Easy Builder is an affiliate and is not anIndependent Third Party.Notwithstanding this affiliation,the ultimate beneficial owner of Easy Builder isindependent of the Company,its directors,officers,affiliates and predecessors.“Exchange A

98、ct”:the United States Securities Exchange Act of 1934,as amended“Executive Directors”:the executive Directors of our Company as at the date of this prospectus,unless otherwise stated“Executive Officers”:the executive officers of our Company as at the date of this prospectus,unless otherwise stated“F

99、itness Aquatics”:Fitness Champs Aquatics Pte.Ltd,a company incorporated in Singapore on July 15,2015 and an indirect wholly-owned subsidiary of our Company“Fitness Champs”:Fitness Champs Pte.Ltd,a company incorporated in Singapore on December 5,2012 and an indirect wholly-ownedsubsidiary of our Comp

100、any“Fuji”:Fuji Investment Limited,a company incorporated in the BVI and wholly-owned by Mr.Chang Kin Man,anIndependent Third Party,and that holds 4.90%of our Company prior to this offering“Independent Directors”:the independent non-Executive Directors of our Company“Independent Third Party”:a person

101、 or company who or which is independent of and is not a 5%owner of,does not control and is not controlledby or under common control with any 5%owner and is not the spouse or descendant(by birth or adoption)of any 5%owner of our Company “MOE”Ministry of Education of Singapore “Mr.Koh”:Mr.Koh Yong Mon

102、g,our Executive Director and chief operating officer.Mr.Koh is the spouse of Ms.Lee“Ms.Lee”:Ms.Joyce Lee Jue Hui,our Chair of the Board of Directors,Executive Director,chief executive officer and anindirect controlling shareholder of our Company.Ms.Lee is the spouse of Mr.Koh 52025/5/20 10:55sec.gov

103、/Archives/edgar/data/2023796/000164117225011509/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htm11/187 “Northen Star”:Northen Star Limited,a company incorporated in the BVI and wholly-owned by our Company and which is theimmediate holding company of Fitness Ch

104、amps and Fitness Aquatics “NWSC”:National Water Safety Council of Singapore “Resale Shareholder”:Refers to Easy Builder,a shareholder who is offering 2,113,500 Ordinary Shares pursuant to the Resale Prospectus.Easy Builder currently holds 2,863,500 Ordinary Shares.In addition to the 2,113,500 Ordina

105、ry Shares Easy Builderis offering for resale,Easy Builder also is selling 750,000 as a Selling Shareholder pursuant to this offering,alongwith Big Treasure,who is selling 1,000,000 shares as a Selling Shareholder pursuant to this offering.The 2,113,500Ordinary Shares registered for resale by the Res

106、ale Shareholder pursuant to the Resale Prospectus are notunderwritten by the underwriter.“S$”or“SGD”or“Singapore Dollars”:Singapore dollar(s),the lawful currency of Singapore“SEC”or“Securities and ExchangeCommission”:the United States Securities and Exchange Commission “Securities Act”:the U.S.Secur

107、ities Act of 1933,as amended“Selling Shareholders”:collectively those existing shareholders who are selling certain of their Ordinary Shares pursuant to this offering,namely:(i)Big Treasure as to 1,000,000 Ordinary Shares and(ii)Easy Builder as to 750,000 Ordinary Shares“Sport Singapore”:Sporting ad

108、vocacy program under Singapores Ministry of Culture,Community&Culture “SwimSafer”:a mandatory national program in Singapore for primary school students under the Sport Singapore dedicated topromoting safety and education to public about the importance of water safety and to raise the standard of swi

109、mmingproficiency in Singapore.The SwimSafer program comprises of six stages from beginner to advance levels asfollows:SwimSafer Stage 1-Introduction to Water Skills;SwimSafer Stage 2-Fundamental Water Skills;SwimSaferStage 3-Personal and Stroke Development Skills;SwimSafer Stage 4-Personal Survival&

110、Stroke ImprovementSkills;SwimSafer Stage 5-Intermediate Personal Survival&Stroke Refinement Skills;and SwimSafer Stage 6-Advance Personal Survival&Swimming Skill Proficiency “True Height”:True Height Limited,a company incorporated in the BVI and wholly-owned by Mr.Ee Zhi Chang,an IndependentThird Pa

111、rty,and which holds 1.95%of our Company prior to this offering“U.S.”United States of America “US$”,“$”or“USD”or“United StatesDollars”:United States dollar(s),the lawful currency of the United States of America 62025/5/20 10:55sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htmhttps:/w

112、ww.sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htm12/187 PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus.This summary may not contain all of the information that may be important toyou,and we urge you to read this entire prospectus car

113、efully,including the“Risk Factors,”“Business”and“Managements Discussion and Analysis of FinancialCondition and Results of Operations”sections and our consolidated financial statements and notes to those statements,included elsewhere in this prospectus,beforedeciding to invest in our Ordinary Shares.

114、This prospectus includes forward-looking statements that involve risks and uncertainties.See“Special Note RegardingForward-Looking Statements.”Our Mission Our mission is to make swimming an affordable sport for all by offering comprehensive swimming lessons and teaching swimming skills and technique

115、s toour students and to encourage the public to use swimming as a healthy and fun sport for all ages.Overview We believe we are a leading sports education provider in Singapore,specializing in the provision of swimming programs to students,with more than 240certified swim coaches as of the date of t

116、his prospectus,and based on the following:(i)in 2023,we were the largest service provider of the SwimSafer Program basedon the number of assessment bookings,accounting for approximately 30%of market share;and(ii)we are one of the few swim education providers in Singapore thatprovides both services t

117、o students under training programs funded by the Singapore Government and provision of customized private swimming training services.Weoffer general swimming lessons to children and adults,with ladies-only swimming lessons available,as well as aquatic sports classes such as water polo,competitiveswi

118、mming and lifesaving.We believe in imparting the correct swim stroke techniques and skills to all of our students so that they can learn to swim within the shortesttime span in a variety of strokes,ranging from freestyle,breaststroke,butterfly,survival backstroke and side kick.We are one of the larg

119、est providers of swimminglessons to children enrolled in public schools under the MOE in Singapore through the SwimSafer program,and have been offering private swimming lessons tochildren,youths and adults under our brand“Fitness Champs”since 2012.We aim to make swimming an enjoyable and affordable

120、sport for children and adults,forwater safety and as a way of keeping fit and healthy.We also plan to enter into other sports including pickleball,targeting to be a diversified sports education provider.Competitive Strengths We have an established track record and brand awareness in providing swimmi

121、ng lessons in Singapore.We have strong and stable relationships with a large network of swim coaches in Singapore.We are able to offer a stable stream of school-based swimming lessons in Singapore,which enables to attract more swim coaches and students.We are one of five swimming schools who are eng

122、aged by the MOE to provide swimming lessons to students who are enrolled in public schools inSingapore under the SwimSafer initiative spearheaded by the Singapore Government.We have a dedicated management team spearheading out business operations and driving our future growth plans.Our management te

123、am is led by ourfounder and Executive Director,Ms.Lee,who is a certified swim coach herself and has developed a reputation and strong track record of over 20 years in thisindustry.72025/5/20 10:55sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data

124、/2023796/000164117225011509/formf-1.htm13/187 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 aquaticsports by implementing the following business strategies and plans:Geographical

125、 expansion into new markets in the region Expansion of our business through acquisitions,joint ventures and/or strategic alliances Risks and Challenges Investing in our Ordinary Shares involves risks.The risks summarized below are qualified by reference to“Risk Factors”beginning on page 13 of thispr

126、ospectus,which you should carefully consider before making a decision to purchase Ordinary Shares.If any of these risks actually occurs,our business,financialcondition or results of operations would likely be materially adversely affected.In such case,the trading price of our Ordinary Shares would l

127、ikely decline,and youmay lose all or part of your investment.These risks include but are not limited to the following:Risks Related to Our Business and Industry our operation is subject to certain regulatory requirements of the Sport Singapore and Singapore Aquatics;we may be unable to enforce the r

128、estrictive covenants of the services agreements against our coaches to prevent them from directly competing with us our intellectual property as to the development and preparation of course materials,swimming or training methodology,techniques and lessons may beinfringed;we depend on the supply of s

129、tudents from primary schools under the SwimSafer program;we rely on our coaching team,in particular our contracted coaches to develop and provide courses;we rely on our“Fitness Champs”brand and our reputation as a leading provider of comprehensive swimming lessons services;we may be unable to contin

130、ue to attract students to enroll in our courses;our coaching teams actions or inaction could subject us to claims,either regulatory or through litigation,regarding conduct or services and courses thatwe deliver;our unauthorized disclosure of student and employee information and other sensitive date

131、could expose as to costly litigation or could materially andadversely impact our reputation;our advertising and marketing campaigns may not lead to higher course or student enrollments nor increased revenue;the swim coaches we engage may not be able to maintain qualifications and/or certifications;o

132、ur business operations are subject to adverse weather conditions;natural disasters and other catastrophic events beyond our control,including but not limited to the COVID-19 pandemic,have and could continue in thefuture to adversely affect our business operations and financial performance;we operate

133、 in a competitive market;changes in existing laws,regulations and government policies may cause us to incur additional costs;82025/5/20 10:55sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htm14/187 we are ex

134、posed to risk of accidents and injuries in the course of our business;we may implement business strategies and future plans that may not be successful;our current insurance coverage may not sufficiently protect us against all the risks we are exposed to and the insurance premium may increase;we may

135、need to raise additional capital required to grow our business,and we may be unable to raise capital on terms acceptable to us or at all;our Executive Officers have no prior experience in operating a U.S.public company,and their inability to operate the public company aspects of ourbusiness could ha

136、rm us Further,planned increases to our Executive Officer compensation will raise our operating costs and our failure to generatecommensurately higher revenue could result in negative impacts to our financial results.;if we fail to implement and maintain an effective system of internal controls we ma

137、y be unable to accurately or timely report our results of operations orprevent fraud,and investor confidence and the market price of our Ordinary Shares may be materially and adversely affected;and we will be subject to changing laws,rules and regulations in the U.S.regarding regulatory matters,corp

138、orate governance and public disclosure that willincrease both our costs and the risks associated with non-compliance.Risks Related to Our Securities and This Offering an active trading market for our Ordinary Shares may not be established or,if established,may not continue and the trading price for

139、our Ordinary Sharesmay fluctuate significantly;we may not maintain the listing of our Ordinary Shares on the Nasdaq Capital Market or another national securities exchange,which could limitinvestors ability to make transactions in our Ordinary Shares and subject us to additional trading restrictions;

140、certain recent initial public offerings of companies with public floats comparable to our anticipated public float have experienced extreme volatility thatwas seemingly unrelated to the underlying performance of the respective company.We may experience similar volatility,which may make it difficult

141、forprospective investors to assess the value of our Ordinary Shares;the trading price of our Ordinary Shares may be volatile,which could result in substantial losses to investors;if securities or industry analysts do not publish research or reports about our business,or if they adversely change thei

142、r recommendations regarding ourOrdinary Shares,the market price for our Ordinary Shares and trading volume could decline;the sale or availability for sale of substantial amounts of our Ordinary Shares,including the Ordinary Shares held by our Resale Shareholder that arebeing registered concurrently

143、for resale in the Resale Prospectus,could adversely affect the market price;because our public offering price per Share is substantially higher than our net tangible book value per Share,you will experience immediate andsubstantial dilution;you must rely on the judgment of our management as to the u

144、ses of the net proceeds from this offering,and such uses may not produce income orincrease our share price;if we are classified as a passive foreign investment company,United States taxpayers who own our securities may have adverse United States federalincome tax consequences;short selling may drive

145、 down the market price of our Ordinary Shares;as a“controlled company”within the meaning of the Nasdaq Capital Market Rules,we may rely on exemptions from certain corporate governancerequirements that provide protection to shareholders of other companies;Ms.Lee,as our Executive Director and chief ex

146、ecutive officer,and an indirect controlling shareholder,will continue to have significant influence over usafter this offering,including control over decisions that require the approval of shareholders,which will limit your ability to influence the outcome ofmatters submitted to shareholders for a v

147、ote;as a company incorporated in the Cayman Islands,we are permitted to adopt certain home country practices in relation to corporate governance mattersthat differ significantly from Nasdaq Capital Market or another national securities exchange corporate governance listing standards.These practices

148、mayafford less protection to shareholders than they would enjoy if we complied fully with Nasdaq Capital Market or another national securities exchangecorporate governance listing standards;92025/5/20 10:55sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htmhttps:/www.sec.gov/Archives/

149、edgar/data/2023796/000164117225011509/formf-1.htm15/187 you may face difficulties in protecting your interests,and your ability to protect your rights through U.S.courts may be limited,because we areincorporated under Cayman Islands law;recently introduced economic substance legislation of the Cayma

150、n Islands may impact us or our operations;certain judgments obtained against us by our shareholders may not be enforceable;we are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements;we are a foreign private issuer withi

151、n the meaning of the Exchange Act,and as such we are exempt from certain provisions applicable to United Statesdomestic public companies;we may lose our foreign private issuer status in the future,which could result in significant additional costs and expenses to us;we will incur significantly incre

152、ased costs and devote substantial management time as a result of the listing of our Ordinary Shares on the Nasdaq CapitalMarket or another national securities exchange;and if we fail to meet applicable listing requirements,Nasdaq Capital Market or another national securities exchange may delist our

153、Shares from trading,inwhich case the liquidity and market price of our Shares could decline.Corporate Information We were incorporated in the Cayman Islands as an exempted company on February 15,2024.Our registered office in the Cayman Islands is at CricketSquare,Hutchins Drive,P.O.Box 2681,Grand Ca

154、yman,KY1-1111,Cayman Islands.Our principal executive office is at 7030 Ang Mo Kio,Avenue 5,#04-48,NorthStarAMK,Singapore 569880.Our telephone number at this location is+65 9005 5495.Our principal website address is https:/www.fitnesschamps.sg.Theinformation contained on or accessible through our web

155、site does not form part of this prospectus.Our agent for service of process in the United States is CogencyGlobal Inc.,122 E.42nd Street,18th Floor,New York,New York 10168.Because we are incorporated under the laws of the Cayman Islands,you may encounter difficulty protecting your interests as a sha

156、reholder,and your abilityto protect your rights through the U.S.federal court system may be limited.Please refer to the sections entitled“Risk Factors”and“Enforceability of Civil Liabilities”for more information.Implications of Being a“Controlled Company”Upon completion of this offering,Ms.Lee will,

157、through Big Treasure,indirectly control approximately 51.22%of our total issued and outstanding OrdinaryShares,representing approximately 51.22%of the total voting power.As a result,we will be a“controlled company”within the meaning of the Nasdaq Capital MarketStock Market Rules and therefore eligib

158、le for certain exemptions from the corporate governance requirements of the Nasdaq Capital Market or another nationalsecurities exchange listing rules,including the following:the requirement that a majority of our board of directors must be independent directors;the requirement that our director nom

159、inees must be selected or recommended to the board for determination,by either a Nominating Committeecomprised solely of independent directors or by a majority of the independent directors;the requirement that we have a formal written charter or board resolution,as applicable,addressing the nominati

160、ons process and such related matters asmay be required under the federal securities laws;and the requirement that compensation of the chief executive officer must be determined,or recommended to the board for determination,either by aCompensation Committee comprised of independent directors or by a

161、majority of the independent directors on its board of directors and thatcompensation for all other officers must be determined,or recommended to the board for determination,either by such Compensation Committee or amajority of the independent directors on the companys board of directors.Although we

162、do not intend to rely on the controlled company exemptions under the Nasdaq Marketplace Rules even if we are deemed a controlled company,we could elect to rely on these exemptions in the future,and if so,you would not have the same protection afforded to stockholders of companies that are subject to

163、 allof the corporate governance requirements of the Nasdaq Marketplace Rules.If we cease to be a foreign private issuer,we intend to rely on these exemptions.In addition,our controlling shareholders will be able to exert significantcontrol over our management and affairs,including approval of signif

164、icant corporate transactions,and may have interests that differ from yours.See“Risk factors As a“controlled company”within the meaning of the Nasdaq Capital Market Rules,we may rely on exemptions from certain corporate governance requirements thatprovide protection to shareholders of other companies

165、.”102025/5/20 10:55sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htm16/187 Implications of Our Being an Emerging Growth Company As a company with less than US$1.235 billion in revenue during our last fiscal

166、 year,we qualify as an“emerging growth company”as defined in theJumpstart Our Business Startups Act of 2012,or the JOBS Act.An emerging growth company may take advantage of specified reduced reporting and otherrequirements that are otherwise applicable generally to public companies.These provisions

167、include:being permitted to provide only two years of selected financial information(rather than five years)and only two years of audited financial statements(rather than three years),in addition to any required unaudited interim financial statements,with correspondingly reduced“Managements Discussio

168、nand Analysis of Financial Condition and Results of Operations”disclosure;and an exemption from compliance with the auditor attestation requirement of the Sarbanes-Oxley Act,on the effectiveness of our internal control overfinancial reporting.We intend to take advantage of these reporting exemptions

169、 until we are no longer an emerging growth company.We will remain an emerging growthcompany until the earliest of(1)the last day of the fiscal year in which the fifth anniversary of the completion of this offering occurs,(2)the last day of the fiscal yearin which we have total annual gross revenue o

170、f at least US$1.235 billion,(3)the date on which we are deemed to be a“large accelerated filer”under the SecuritiesExchange Act of 1934,as amended(the“Exchange Act”),which means the market value of our Ordinary Shares that are held by non-affiliates exceeds US$700.0million as of the prior December 3

171、1,and(4)the date on which we have issued more than US$1.0 billion in non-convertible debt during the three-year period priorthereto.We may choose to take advantage of some,but not all,of the available exemptions.We have included two years of selected financial data in this prospectus inreliance on t

172、he first exemption described above.Accordingly,the information contained herein may be different from the information you receive from other publiccompanies in which you hold stock.Implications of Our Being a Foreign Private Issuer Upon completion of this offering,we will report under the Exchange A

173、ct as a non-U.S.company with foreign private issuer status.Even after we no longerqualify as an emerging growth company,as long as we qualify as a foreign private issuer under the Exchange Act,we will be exempt from certain provisions of theExchange Act that are applicable to U.S.domestic public com

174、panies,including:the sections of the Exchange Act regulating the solicitation of proxies,consents or authorizations in respect of a security registered under the ExchangeAct;the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and

175、 liability for insiders whoprofit from trades made in a short period of time;and the rules under the Exchange Act requiring the filing with the Securities and Exchange Commission,or the SEC,of quarterly reports on Form 10-Qcontaining unaudited financial and other specified information,or current rep

176、orts on Form 8-K,upon the occurrence of specified significant events.Both foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules.Thus,even if we no longer qualify as an emerging growth company but remain a foreign pri

177、vate issuer,we will continue to be exempt from the more stringent compensationdisclosures required of companies that are neither emerging growth companies nor foreign private issuers.In addition,as a company incorporated in the Cayman Islands,we are permitted to adopt certain home country practices

178、in relation to corporate governancematters that differ significantly from the corporate governance listing requirements of the Nasdaq Capital Market or another national securities exchange.Thesepractices may afford less protection to shareholders than they would enjoy if we complied fully with corpo

179、rate governance listing requirements of the Nasdaq CapitalMarket or another national securities exchange.At this time,we do not intend to adopt home country practices.112025/5/20 10:55sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2023796/000

180、164117225011509/formf-1.htm17/187 The Offering Offering Price The initial public offering price will be between US$4.00 and US$5.00 per Ordinary Share.Ordinary Shares offered by us 2,000,000 Ordinary Shares.Ordinary Shares offered by theSelling Shareholders 1,750,000 Ordinary Shares(of which Big Tre

181、asure is selling 1,000,000 Ordinary Shares and Easy Builder is selling 750,000Ordinary Shares).We will receive no proceeds from the sale of Ordinary Shares sold by the Selling Shareholders.Ordinary Shares offered by theResale Shareholder 2,113,500 Ordinary Shares will be offered by Easy Builder purs

182、uant to the Resale Prospectus.We will receive no proceeds fromany Ordinary Shares offered for resale by the Resale Shareholder.Ordinary Shares issued andoutstanding prior to this offering 15,000,000 Ordinary Shares.Ordinary Shares to be issued andoutstanding immediately after thisoffering 17,000,000

183、 Ordinary Shares.Use of proceeds We estimate that the net proceeds to us from this offering will be approximately$6.08 million,based on an assumed initialpublic offering price of$4.00 per Ordinary Share,which is the lower end of the offer price range set forth on the cover of thisprospectus,after de

184、ducting the estimated underwriting discounts and commissions and estimated offering expenses payable byus.We currently intend to use the net proceeds from this offering to(i)strengthen our coaching team by hiring and training morecoaches;(ii)marketing and branding;(iii)business development such as v

185、ertical expansion in other aquatic sports;(iv)forstrategic acquisitions;(v)for repayment of loans made by our controlling shareholder in connection of payment of costs andexpenses in connection with our offering and obtaining a listing on the Nasdaq Capital Market or another national securitiesexcha

186、nge;and(vi)for general working capital and corporate purposes.See“Use of Proceeds.”We will not receive any proceedsfrom the sale of Ordinary Shares by the Selling Shareholders or the Resale Shareholder.Lock-up We have agreed,subject to certain exceptions,for a period of 180 days from the date the Or

187、dinary Shares are first traded on theNasdaq Capital Market,not to,except in connection with this offering,offer,pledge,sell,contract to sell,sell any option orcontract to purchase,purchase any option or contract to sell,grant any option,right or warrant to purchase,lend or otherwisetransfer or dispo

188、se of,directly or indirectly,any Ordinary Shares or any other securities convertible into or exercisable orexchangeable for Ordinary Shares,or enter into any swap or other arrangement that transfers to another,in whole or in part,anyof the economic consequences of ownership of Ordinary Shares.Furthe

189、rmore,each of our Directors and Executive Officers andcertain principal shareholders have also entered into a similar lock-up agreement with the underwriters for a period of 180 daysfrom the date of this prospectus,except for Big Treasure and Easy Builder with respect to their Ordinary Shares sold i

190、n thisoffering and Easy Builders Ordinary Shares being offered for resale pursuant to the Resale Prospectus.Risk factors Investing in our Ordinary Shares involves risks.See“Risk Factors”beginning on page 13 of this prospectus for a discussion offactors you should carefully consider before deciding t

191、o invest in our Ordinary Shares.Listing We plan to apply to list the Ordinary Shares on the Nasdaq Capital Market or another national securities exchange.Proposed trading symbol FCHL Transfer agent Transhare Corporation Payment and settlement The underwriter expects to deliver the Ordinary Shares ag

192、ainst payment therefor through the facilities of the Depository TrustCompany on,2025.122025/5/20 10:55sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htm18/187 RISK FACTORS Investing in our Ordinary Shares is

193、 highly speculative and involves a significant degree of risk.You should carefully consider the following risks,as well asother information contained in this prospectus,before making an investment in our Company.The risks discussed below could materially and adversely affect ourbusiness,prospects,fi

194、nancial condition,results of operations,cash flows,ability to pay dividends and the trading price of our shares.Additional risks anduncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business,prospects,financialcondition,re

195、sults of operations,cash flows and ability to pay dividends,and you may lose all or part of your investment.This prospectus also contains forward-looking statements having direct and/or indirect implications on our future performance.Our actual results may differmaterially from those anticipated by

196、these forward-looking statements due to certain factors,including the risks and uncertainties faced by us,as described below andelsewhere in this prospectus.Risks Related to Our Business and Industry Our operation is subject to certain regulatory requirements of the Sport Singapore,Singapore Aquatic

197、s 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 relevantregulatory authorities in Singapore,our operation will have to be suspended and our business,operating a

198、nd financial results may be materially and adversely affected.See“Regulatory Environment”on page 89 for more information on the relevant registrations and certifications required for the conduct of the business of the Group.As at the date of this prospectus,the Group is in compliance with all applic

199、able 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 dire

200、ctly 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 governedby Singapore law against the coaches and the enforceability of the restrictive covenants ma

201、y only be determined by the courts on a case-by-case basis.It is thusdifficult 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 therestrictive covenants with our coaches,those who leave our Group may joi

202、n a competitor or form a competing company immediately after leaving our Group,whichmay disrupt our business and materially and adversely affect our financial condition,results of operations and profits.132025/5/20 10:55sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htmhttps:/www.sec

203、.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htm19/187 Our intellectual property as to the development and preparation of course materials,swimming or training methodology and techniques may be infringed or wemay inadvertently infringe on another entitys intellectual property.We,in co

204、njunction with our coaching team,are responsible for the development and preparation of course materials,swimming and training methodologyand techniques for use in our classes.Our course materials,methodology and techniques may contain content or structure similar to third party sources.There is noa

205、ssurance that our course materials,lessons,methodology and techniques will not infringe third party intellectual property rights.If we were subject to third partylitigation for infringement of third party intellectual property rights,defending these can be expensive and time consuming,and their outc

206、ome is uncertain.Furthermore,any intellectual property infringement claims against us,or any publication containing such events could materially and adversely affect our image andreputation which could materially affect our business and operating results.We depend on the supply of students from prim

207、ary schools in Singapore under the SwimSafer program.For each of the three years ended December 31,2022,2023 and 2024,we derived approximately 25.8%,42.9%and 40.3%respectively,of our total revenuefrom students from primary schools that engage us to provide our services under the SwimSafer program.As

208、 we are one of five schools/institutions registered withSport Singapore and the MOE that can provide courses under the MOEs SwimSafer program,we expect such services to continue to be a significant and importantsource of our revenue in the near future,subject to renewal of our Company by the MOE as

209、a certified provider,which renewal is not assured.Revenue generatedfrom new sources may not increase to a level that would significantly reduce our reliance on students that we engage through the SwimSafer program offering throughprimary schools.Our contract with the MOE was renewed in October 2024

210、for a term through December 2026.If our contract with the MOE is not renewed beyond2026,or we experience any event that negatively affects our relationship with the primary schools or our Sport Singapore and MOE certification,our overall businessand results of operations could be materially and adve

211、rsely 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 thatlimited access to swimming pools.We expect that government sector revenues will go back to levels that they were prior to the pandemi

212、c.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 ofoperations and profitability.For each of the two years ended December 31,2023 and 2024,we had a coaching team of 238 and 240 individuals,respectively

213、.We rely on our team,inparticular 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 providesupport to our students in their pursuit of the ability to swim and swim well remains critical to the trust in which

214、 students and their parents place in our brand and ourteaching 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 thisbrand strength and reputation could affect our oper

215、ating results and business.The“Fitness Champs”brand is instrumental to the success of our business.According to the Frost&Sullivan Report,in 2023 we were the largest serviceprovider in terms of SwimSafer Program assessment bookings,accounting for approximately 30%of market share,and we certified the

216、 highest number of studentsthrough the SwimSafer Program.As of December 2024,we have certified a total of over 170,000 students through the SwimSafer Program.We rely on the strength ofour brand to enhance our reputation as a trustworthy swimming services provider/educator for our students in their e

217、xtra-curricular and leisure endeavors.If the valueof 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 ofoperations could be materially and adversely affected.142025/5/20 10:55sec.gov/Archives/edg

218、ar/data/2023796/000164117225011509/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htm20/187 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

219、in our swimming courses.Our ability to continue tomaintain 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,includingour ability to develop safe and effective courses and techniques that are successf

220、ul,pique our students interest and are compliant with relevant licensing,safety andregulatory requirements.Inefficiency or failure to maintain or achieve the aforesaid could materially and adversely affect our revenue and profitability.Our coaching teams actions or inaction could subject us to claim

221、s,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 coachesare responsible for the safety and well-being of children,ma

222、ny of whom are just learning to swim,which is an inherently dangerous activity.As our coaches aregranted extensive contact with children,the MOE conducts background checks on our coaches to help ensure that all of our instructors have the credentials to beworking with children and are adequately tra

223、ined to supervise and handle emergency situations that may arise.Any negative,harmful or negligent actions on the partof 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 outcomessuch as serious injur

224、y 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 affectour reputa

225、tion.In connection with our business operations,we come into contact and store proprietary and confidential information on our students,coaches and staff,suchas names,addresses,age,gender and other personal information.This information is primarily stored in our computer database located in our head

226、quarters and incloud servers.Our information technology system and computer networks may be vulnerable to unauthorized access,hacking,computer viruses and other securityproblems.A user who circumvents security measures could misappropriate proprietary information or cause interruptions to or malfunc

227、tions in our operations.Anyleakage or misappropriation of information from our system could have a material and adverse effect on our reputation and business operations.Moreover,if oursecurity measures are breached as a result of actions by third parties,employee error,malfeasance or otherwise,third

228、 parties may receive or be able to access studentrecords and personal details which could subject us to litigation,liabilities,interrupt our business and materially and adversely impact our reputation.We also run therisk that our staff or third parties could misappropriate or illegally disclose conf

229、idential information in our Groups possession.As a result,we may be required toexpend 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 va

230、rious advertising and marketing campaigns to further increase public awareness of our business and enhance our brandrecognition.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 andthe costs incurred in prom

231、oting our brand and business,such efforts and costs may not necessarily lead to higher course or student enrollments,which in turn may notlead to increased revenue for us.152025/5/20 10:55sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2023796

232、/000164117225011509/formf-1.htm21/187 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 certificationsand upkeep traini

233、ng,we may not have enough qualified staff to meet demand,which may result in us losing students,and our business,operating and financial resultsmay be materially and adversely affected.Our business operations are subject to adverse weather conditions.As a majority of our swimming classes are held ou

234、tdoors,our ability to conduct swimming classes is susceptible to extreme weather conditions such as heavyrains,lightning,extreme or prolonged heat waves and high winds.Lightning and heavy rainstorms are prevalent in Singapore and some of our classes cannot be heldoutdoors during periods of lightning

235、 and extreme weather conditions as we utilize some outdoor pools.Heavy rainfall can dilute the chemicals in the pools we use tohold 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 a

236、ttack 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 breakingdown 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 c

237、annot effectivelycontain 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,causingmaterial adverse impact on our business and results of operations.Natural disasters and other catastrophic events beyond our

238、control,including but not limited to the COVID-19 pandemic,have and could continue in the future toadversely 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 cla

239、sses and/orgathering of students.The occurrence of one or more other natural disasters,such as fires,hurricanes,tornados,tsunamis,floods and earthquakes;geo-political eventsor military activities disrupting transportation,communication or utility systems;or other highly disruptive events,such as nuc

240、lear accidents,pandemics,unusualweather conditions or cyberattacks,could adversely affect our operations and financial performance.The occurrence of these events or another global pandemic couldresult in,among other things,operational disruptions,the lack of an adequate workforce in parts or all of

241、our operations and communications and transportationdisruptions,which in turn could also cause consumer confidence and spending to decrease or result in increased volatility in Singapore,the United States and globalfinancial markets and economy.162025/5/20 10:55sec.gov/Archives/edgar/data/2023796/00

242、0164117225011509/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htm22/187 We operate in a competitive market.According to the Frost&Sullivan industry report,there were approximately 200 swimming training services providers in Singapore in 2023.The leadingswimmin

243、g training providers generally engage in two business lines including(i)provision of training services to students under different training programs funded bythe Singapore Government and(ii)provision of customized swimming training services to customers of all ages.We are in constant competition wit

244、h other swimmingservices 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 ourservices are affected by the intensity of competition we face.Some of our competitors may be able to foresee the upcomin

245、g market trends more accurately or may bemore 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 amaterial adverse effect on our business performance,results operations and financial conditions.Changes in

246、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.Thelicensing,membership,registration and certification requirem

247、ents for us may change from time to time.We may be unable to comply with all these requirements intime 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 th

248、e 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 injuriesmay occur during our swimming lessons and aquatic sports classes,even where there are lifeguards and/or trained on-site p

249、ersonnel on duty.Claims may be madeagainst 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 wecannot successfully defend ourselves against such claims,we could incur substantial liabilities.Regar

250、dless of merit or eventual outcome,liability claims may result in:loss of revenue;substantial monetary awards;significant time and costs to defend the related litigation;increased insurance costs;and loss of reputation and significant negative publicity and media attention.Any such outcomes could ma

251、terially 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 includin

252、g general market conditions,governmentpolicies,the availability of funds,competition and our ability to retain and recruit competent coaches.There is no assurance that our business strategies and futureplans can be implemented effectively and successfully as some of these factors are beyond our cont

253、rol.If any implementation of these strategies and plans fails or isdelayed,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 orby damage to our brand or reputation.Additionally,if we fail to secure

254、 adequate funds in a timely manner,we may also be unable to pursue opportunities to expandour business.172025/5/20 10:55sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htm23/187 Our current insurance coverage

255、 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 litigationagainst us.We will have to

256、 bear any losses,damages or liabilities in the course of our operations arising from events for which we do not have adequate insurancecoverage.Further,our insurance premiums depend on various factors,including the scope and estimated contract sum set out in the service contracts with ourcustomers a

257、nd our insurance claim track record.There is no assurance that our insurance premiums will not increase or that our insurance coverage will not bereduced 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

258、the insurancepremium payable by us increases significantly,our business,results of operations and financial condition may be materially and adversely affected.We may need to raise additional capital required to grow our business,and we may be unable to raise capital on terms acceptable to us or at a

259、ll.Growing and operating our business may require significant cash outlay,capital expenditures and commitments.Although our current cash and cashequivalents,anticipated cash flows from operating activities and the proceeds from this offering are expected to be sufficient to meet our anticipated work

260、ing capitalrequirements and capital expenditures in the ordinary course of business for at least 12 months following this offering,there is a risk that we may need additional cashresources in the future to fund our growth plans or if we experience adverse changes in business conditions or other deve

261、lopments.We may also need additional cashresources in the future if we find and wish to pursue opportunities for new investments,acquisitions,capital expenditures or similar actions.If we determine that ourcash requirements exceed the amount of cash and cash equivalents we have on hand at the time,w

262、e will need to seek additional capital,potentially through equity ordebt financing,to fund our growth.Our ability to access the credit and capital markets in the future as a source of liquidity,and the borrowing costs associated withsuch financing,are dependent upon market conditions.We cannot provi

263、de any assurance that our assumptions used to estimate our liquidity requirements will remainaccurate due to unseen factors such as the recurrence of the COVID-19 global pandemic,risks of war and regional conflicts.In the event of a sustained marketdeterioration,and continued declines in revenues,we

264、 may need additional liquidity,which would require us to evaluate available alternatives and take appropriateactions.We cannot provide any assurance that we will be able to obtain additional sources of financing or liquidity in amounts or on terms acceptable to us,or at all.Our Executive Officers ha

265、ve no prior experience in operating a U.S.public company,and their inability to operate the public company aspects of our businesscould harm us.Further,planned increases to our Executive Officer compensation will raise our operating costs and our failure to generate commensuratelyhigher revenue coul

266、d 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 andregulations uncertain.Our failure to comply with all laws,rules and regulations applicable to U.S.public c

267、ompanies could subject us or our management to regulatoryscrutiny or sanction,which could harm our reputation and share price.Further,we intend to raise the compensation of our Executive Officers upon closing of this offering and will need to make commensurately higher revenue inorder to maintain pr

268、ofitability.Our failure to perform at levels to generate enough revenue to pay these higher operating costs could negatively impact our financialresults.182025/5/20 10:55sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2023796/00016411722501150

269、9/formf-1.htm24/187 If we fail to implement and maintain an effective system of internal controls,we may be unable to accurately or timely report our results of operations or preventfraud,and investor confidence and the market price of our Ordinary Shares may be materially and adversely affected.Pri

270、or to the completion of this offering,we have been a private company with limited accounting personnel.Furthermore,prior to the completion of thisoffering,our management has not performed an assessment of the effectiveness of our internal control over financial reporting,and our independent register

271、ed publicaccounting firm has not conducted an audit of our internal control over financial reporting.Effective internal control over financial reporting is necessary for us toprovide reliable financial reports and,together with adequate disclosure controls and procedures,is designed to prevent fraud

272、.Our failure to implement and maintain effective internal controls over financial reporting could result in errors in our financial statements that could result ina restatement of our financial statements,cause us to fail to meet our reporting obligations and cause investors to lose confidence in ou

273、r reported financial information,which may result in volatility in and a decline in the market price of our ordinary shares.Upon the completion of this offering,we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002.Section 404 of theSarbanes-Oxley Act of 2002

274、,or Section 404,will require that we include a report of management on our internal control over financial reporting in our annual reporton 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 accountingfirm must

275、 attest to and report on the effectiveness of our internal control over financial reporting on an annual basis.Our management may conclude that our internalcontrol over financial reporting is ineffective.Moreover,even if our management concludes that our internal control over financial reporting is

276、effective,ourindependent registered public accounting firm,after conducting its own independent testing,may issue a report that is qualified if it is not satisfied with our internalcontrols or the level at which our controls are documented,designed,operated or reviewed,or if it interprets the releva

277、nt requirements differently from us.In addition,after we become a public company,our reporting obligations may place a burden on our management,operational and financial resources and systems for theforeseeable future.We may be unable to timely complete our evaluation testing and any required remedi

278、ation.During the course of documenting and testing our internal control procedures,in order to satisfy the requirements of Section 404,we may identify materialweaknesses and deficiencies in our internal control over financial reporting.The Public Company Accounting Oversight Board,or PCAOB,has defin

279、ed a materialweakness as“a deficiency,or a combination of deficiencies in internal control over financial reporting,such that there is a reasonable possibility that a materialmisstatement of the annual or interim statements will not be prevented or detected on a timely basis.”In addition,if we fail

280、to maintain the adequacy of our internal control over financial reporting,as these standards are modified,supplemented or amendedfrom 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.Generall

281、y speaking,if we fail to achieve and maintain an effective internal control environment,we could suffer material misstatements in our financial statementsand fail to meet our reporting obligations,which would likely cause investors to lose confidence in our reported financial information.This could,

282、in turn,limit ouraccess to capital markets,harm our results of operations and lead to a decline in the trading price of our ordinary shares.Additionally,ineffective internal control overfinancial reporting could exposes us to increased risk of fraud,misuse of corporate assets and legal actions under

283、 the United States securities laws and subject us topotential delisting from Nasdaq,to regulatory investigations and to civil or criminal sanctions.192025/5/20 10:55sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2023796/000164117225011509/for

284、mf-1.htm25/187 We currently lack personnel adequately trained in and have appropriate knowledge of U.S.GAAP and SEC reporting requirements to properly addresscomplex U.S.GAAP accounting issues and related disclosures to fulfill U.S.GAAP and SEC financial reporting requirements,which could result in(

285、i)our failure tomaintain effective internal control over financial reporting,(ii)errors in our financial statements;(iii)failure to meet our reporting obligations;and(iv)loss ofconfidence by the investors in our financial information.We are implementing a number of measures to address this issue,suc

286、h as(i)engaging an external consultingfirm to assist us with our financial in U.S.GAAP;(ii)allocating resources to improve financial oversight function;(iii)introducing formal business performancereview process,and preparing and reviewing the consolidated financial statements and related disclosures

287、 in accordance with U.S.GAAP and SEC reportingrequirements;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

288、public disclosure that will increaseboth our costs and the risks associated with non-compliance.Following this offering,we will be subject to rules and regulations by various governing bodies and self-regulatory organizations,including,for example,theSEC and the Nasdaq Capital Market or another nati

289、onal securities exchange,which are charged with the protection of investors and the oversight of companies whosesecurities are publicly traded,and to new and evolving regulatory measures under applicable law.Our efforts to comply with new and changing laws and regulationshave resulted in and are lik

290、ely 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 practic

291、e may evolve over time as new guidancebecomes available.This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to ourdisclosure and governance practices.If we fail to address and comply with these regulations and any su

292、bsequent changes,we may be subject to penalty and ourbusiness may be harmed.202025/5/20 10:55sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htm26/187 Risks Related to Our Securities and This Offering An acti

293、ve trading market for our Ordinary Shares may not be established or,if established,may not continue and the trading price for our Ordinary Shares mayfluctuate significantly.We cannot assure you that a liquid public market for our Ordinary Shares will be established.If an active public market for our

294、 Ordinary Shares does notoccur following the completion of this offering,the market price and liquidity of our Ordinary Shares may be materially and adversely affected.The public offeringprice for our Ordinary Shares in this offering was determined by negotiation between us and the underwriter based

295、 upon several factors,and we can provide noassurance that the trading price of our Ordinary Shares after this offering will not decline below the public offering price.As a result,investors in our Ordinary Sharesmay experience a significant decrease in the value of their shares.We may not be approve

296、d to list our Ordinary Shares on the Nasdaq Capital Market or another national securities exchange,which listing is a condition to ouroffering.We will seek to list our Ordinary Shares on the Nasdaq Capital Market or another national securities exchange.We must get the approval of the NasdaqCapital M

297、arket or another national securities exchange in order to list our Ordinary Shares,which listing is a condition we must meet in order to conduct this offering.In the event we are not approved to list on the Nasdaq Capital Market or another national securities exchange,we will not be able to conduct

298、this offering.If we areunable to proceed with this offering,our access to public financing will be foreclosed and will limit our ability to grow our business.We may not maintain the listing of our Ordinary Shares on the Nasdaq Capital Market or another national securities exchange,which could limit

299、investorsability to make transactions in our Ordinary Shares and subject us to additional trading restrictions.We intend to list our Ordinary Shares on the Nasdaq Capital Market or another national securities exchange.In order to continue listing of our OrdinaryShares on the Nasdaq Capital Market or

300、 another national securities exchange,we must maintain certain financial and share price levels and we may be unable to meetthese requirements in the future.We cannot assure you that our Ordinary Shares will continue to be listed on the Nasdaq Capital Market or another national securitiesexchange in

301、 the future.If the Nasdaq Capital Market or another national securities exchange delists our Ordinary Shares and we are unable to list our Ordinary Shares on anothernational securities exchange,we expect our Ordinary Shares could be quoted on an over-the-counter market in the United States.If this w

302、ere to occur,we could facesignificant material adverse consequences,including:a limited availability of market quotations for our Ordinary Shares;reduced liquidity for our Ordinary Shares;a determination that our Ordinary Shares are“penny stock,”which will require brokers trading in our Shares to ad

303、here to more stringent rules andpossibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Shares;a limited amount of news and analyst coverage;and a decreased ability to issue additional securities or obtain additional financing in the future.As long as

304、our Ordinary Shares are listed on the Nasdaq Capital Market or another national securities exchange,U.S.federal law prevents or preempts thestates from regulating their sale.However,the law does allow the states to investigate companies if there is a suspicion of fraud,and,if there is a finding of f

305、raudulentactivity,then the states can regulate or bar their sale.Further,if we were no longer listed on the Nasdaq Capital Market or another national securities exchange,wewould be subject to regulations in each state in which we offer our shares.Any of these factors may result in significant and su

306、dden changes in the volume and price at which our shares will trade.212025/5/20 10:55sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htm27/187 In the event of market volatility,shareholders of public companie

307、s have often brought securities class action suits against those companies following periodsof instability in the market price of their securities.If we were involved in a class action suit,it could divert a significant amount of our managements attention andother resources from our business and ope

308、rations and require us to incur significant expenses to defend the suit,which could harm our results of operations.Any suchclass 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 madeagainst

309、us,we may be required to pay significant damages,which could have a material adverse effect on our financial condition and results of operations.Certain recent initial public offerings of companies with public floats comparable to our anticipated public float have experienced extreme volatility that

310、 wasseemingly unrelated to the underlying performance of the respective company.We may experience similar volatility,which may make it difficult for prospectiveinvestors to assess the value of our Ordinary Shares.In addition to the risks addressed below in“The trading price of our Ordinary Shares ma

311、y be volatile,which could result in substantial losses toinvestors,”our Ordinary Shares may be subject to extreme volatility that is seemingly unrelated to the underlying performance of our business.Recently,companieswith comparable public floats and initial public offering sizes have experienced in

312、stances of extreme stock price run-ups followed by rapid price declines,and suchstock price volatility was seemingly unrelated to the respective companys underlying performance.Although the specific cause of such volatility is unclear,ouranticipated public float may amplify the impact the actions ta

313、ken by a few shareholders have on the price of our Ordinary Shares,which may cause our OrdinaryShare price to deviate,potentially significantly,from a price that better reflects the underlying performance of our business.Should our Ordinary Shares experiencerun-ups and declines that are seemingly un

314、related to our actual or expected operating performance and financial condition or prospects,prospective investors mayhave difficulty assessing the rapidly changing value of our Ordinary Shares.In addition,investors of our Ordinary Shares may experience losses,which may bematerial,if the price of ou

315、r Ordinary Shares declines after this offering or if such investors purchase our Ordinary Shares prior to any price decline.The trading price of our Ordinary Share may be volatile,which could result in substantial losses to investors.The trading price of our Ordinary Shares may be subject to rapid a

316、nd substantial volatility,which could make it difficult for prospective investors to assessthe rapidly changing value of our Ordinary Shares and result in substantial losses to investors.There have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price

317、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 may experience greaterstock price volatility,extreme price run-ups,lower trading volume and less liquidity t

318、han large-capitalization companies.In particular,our Ordinary Shares may besubject 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 beunrelated to our actual or expected operating performance and fi

319、nancial condition or prospects,making it difficult for prospective investors to assess the rapidlychanging value of our Ordinary Shares.222025/5/20 10:55sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2023796/000164117225011509/formf-1.htm28/1

320、87 The trading price of our Ordinary Shares may be volatile and could fluctuate widely due to factors beyond our control and for reasons that are unrelated toour actual or expected performance.In addition,if the trading volumes of our Ordinary Shares are low,persons buying or selling in relatively s

321、mall quantities mayeasily influence prices of our Ordinary Shares.This low volume of trades could also cause the price of our Ordinary Shares to fluctuate greatly.Holders of ourOrdinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due

322、 to low volume trading.Broad marketfluctuations and general economic and political conditions may also adversely affect the market price of our Ordinary Shares.In addition to market and industry factors,the price and trading volume for our Ordinary Shares may be highly volatile for factors specific

323、to our ownoperations,including the following:fluctuations in our revenues,earnings and cash flow;changes in financial estimates by securities analysts;additions or departures of key personnel;release of lock-up or other transfer restrictions on our issued and outstanding equity securities or sales o

324、f additional equity securities;and potential litigation or regulatory investigations.If securities or industry analysts do not publish research or reports about our business,or if they adversely change their recommendations regarding our OrdinaryShares,the market price for our Ordinary Shares and tr

325、ading volume could decline.The trading market for our Ordinary Shares will be influenced by research or reports that industry or securities analysts publish about our business.If one ormore analysts downgrade our Ordinary Shares,the market price for our Ordinary Shares would likely decline.If one or

326、 more of these analysts cease to cover us or failto 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 OrdinaryShares to decline.The sale or availability for sale of substantial amounts of our Ordinar

327、y Shares,including the Ordinary Shares held by our Resale Shareholder that are beingregistered concurrently for resale in the Resale Prospectus,could adversely affect the market price.Sales of substantial amounts of our Ordinary Shares in the public market after the completion of this offering and f

328、rom the sale of shares held by our ResaleShareholder through the Resale Prospectus,or the perception that these sales could occur could adversely affect the market price of our shares and could materiallyimpair our ability to raise capital through equity offerings in the future.Prior to the sale of

329、our shares in this offering,we have 15,000,000 Ordinary Sharesoutstanding.The Ordinary Shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act,and shares held by theResale Shareholder that are not being sold in this offering may also

330、be sold in the public market subject to lock-up and to restrictions in Rule 144 and Rule 701 underthe Securities Act.There will be 17,000,000 Ordinary Shares outstanding immediately after this offering.In connection with this offering,other than Big Treasure,which is wholly-owned by Ms.Lee and is wh

331、ich is one of the Selling Shareholders,our Directors and Executive Officers named in the section“Management,”haveagreed not to sell any shares until 180 days after the date of this prospectus without the prior written consent of the representative of the underwriter,subject to certainexceptions,unle

332、ss the underwriters release these securities from these restrictions.The Resale Shareholder may be willing to accept a lower sales price than the priceinvestors pay in this offering,which could substantially lower the market price of our Ordinary Shares.We cannot predict what effect,if any,market sa

333、les of securitiesheld by the Resale Shareholder or any other shareholder or the availability of these securities for future sale will have on the market price of our shares.See“Underwriting”and“Shares Eligible for Future Sale”for a more detailed description of the restrictions on selling our securities after this offering.Short selling may drive down the market price of our Ordinary Shares.Short s