SecProbe.io

CORRESP
 1
 filename1.htm

 August
29, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:

 Alyssa
 Wall

 Taylor
 Beech

 Division
 of Corporate Finance

 Re:

 Fitness
 Champs Holdings Limited

 Registration
 Statement on Form F-1, as amended (File No. 333-287405)

 Request
 for Acceleration of Effectiveness

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), we, the underwriter (the
"Underwriter"), hereby join in the request of Fitness Champs Holdings Limited (the "Registrant"), for the
acceleration of the effective date of the Registrant's Registration Statement on Form F-1 (File No. 333-287405) (as amended,
the "Registration Statement"), relating to a public offering of ordinary shares of the Registrant, US$0.000005 par
value, so that the Registration Statement may be declared effective on September 3, 2025, at 4:00 p.m. Eastern Time, or as soon
thereafter as practicable. The undersigned, as the Underwriter, confirms that it is aware of its obligations under the Securities
Act.

 Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

 The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

 Very truly yours,

 Bancroft Capital, LLC

 /s/Robert
 L. Malin

 Name:
 Robert
 L. Malin

 Title:
 Managing
 Director, Investment Banking

CORRESP
 1
 filename1.htm

 Fitness
Champs Holdings Limited

 7030
Ang Mo Kio

 Avenue
5, #04-48

 NorthStar@AMK

 Singapore
569880

 August
29, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:

 Alyssa
 Wall

 Taylor
 Beech

 Division
 of Corporate Finance

 Re:

 Fitness
 Champs Holdings Limited Request for Acceleration

 Registration
 Statement on Form F-1

 File
 No. 333-287405

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), Fitness Champs Holdings Limited,
a Cayman Islands company (the "Company"), respectfully requests that the effective date of its Registration Statement on
Form F-1 (File No. 333-287405) (the "Registration Statement"), be accelerated so that it will become effective at 4:00
p.m., Eastern Time, on September 3, 2025, or as soon thereafter as possible.

 In
making this acceleration request, the Company acknowledges that:

 (i)
 should
 the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare
 the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
 Statement;

 (ii)
 the
 action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
 does not relieve the Company from its full responsibility for the adequacy of the disclosure in the Registration Statement; and

 (iii)
 the
 Company may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement
 as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Once
the Registration Statement is effective, please orally confirm the event with our counsel, TroyGould PC by calling Joilene Wood at (415)
305-4651 or David Ficksman at (310) 789-1290. We also respectfully request that a copy of the written order from the Commission verifying
the effective time and date of the Registration Statement be sent to our counsel, TroyGould PC, Attention: David Ficksman, by facsimile
to (310) 789-1290 or email at dficksman@troygould.com.

 If
you have any questions regarding this request, please contact David Ficksman at (310) 789-1290.

 Very
 truly yours,

 By:
 /s/
 Joyce Lee Jue Hui

 Name:
 Joyce
 Lee Jue Hui

 Title:
 Chief
 Executive Officer

 cc:

 David
 Ficksman, TroyGould PC

 R.
 Joilene Wood, TroyGould PC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 27, 2025

Joyce Lee Jue Hui
Chief Executive Officer
Fitness Champs Holdings Ltd
7030 Ang Mo Kio
Avenue 5, #04-48
NorthStar@AMK
Singapore 569880

 Re: Fitness Champs Holdings Ltd
 Registration Statement on Form F-1
 Filed May 19, 2025
 File No. 333-287405
Dear Joyce Lee Jue Hui:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Rebekah Reed at 202-551-5332 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: David Ficksman
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 March
27, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:

 Alyssa
 Wall

 Taylor
 Beech

 Division
 of Corporate Finance

 Re:

 Fitness
 Champs Holdings Limited

 Registration
 Statement on Form F-1, as amended (File No. 333-282016)

 Request
 for Acceleration of Effectiveness

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), we, the underwriter (the
"Underwriter"), hereby join in the request of Fitness Champs Holdings Limited (the "Registrant"), for the acceleration
of the effective date of the Registrant's Registration Statement on Form F-1 (File No. 333-282016) (as amended, the "Registration
Statement"), relating to a public offering of ordinary shares of the Registrant, US$0.000005 par value, so that the Registration
Statement may be declared effective on Monday, March 31, 2025, at 4:30 p.m. Eastern Time, or as soon thereafter as practicable.
The undersigned, as the Underwriter, confirms that it is aware of its obligations under the Securities Act.

 Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

 The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

 Very truly yours,

 Bancroft Capital, LLC

 /s/Robert L. Malin

 Name:
 Robert L. Malin

 Title:
 Managing Director, Investment Banking

CORRESP
 1
 filename1.htm

 Fitness
Champs Holdings Limited

 7030
Ang Mo Kio

 Avenue
5, #04-48

 NorthStar@AMK

 Singapore
569880

 March
27, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:

 Alyssa
 Wall

 Taylor
 Beech

 Division
 of Corporate Finance

 Re:

 Fitness
 Champs Holdings Limited Request for Acceleration

 Registration
 Statement on Form F-1

 File
 No. 333-282016

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), Fitness Champs Holdings Limited,
a Cayman Islands company (the "Company"), respectfully requests that the effective date of its Registration Statement on
Form F-1 (File No. 333-282016) (the "Registration Statement"), be accelerated so that it will become effective at 4:30 p.m.,
Eastern Time, on Monday, March 31, 2025, or as soon thereafter as possible.

 In
making this acceleration request, the Company acknowledges that:

 (i)
 should
 the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare
 the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
 Statement;

 (ii)
 the
 action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
 does not relieve the Company from its full responsibility for the adequacy of the disclosure in the Registration Statement; and

 (iii)
 the
 Company may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement
 as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Once
the Registration Statement is effective, please orally confirm the event with our counsel, TroyGould PC by calling Joilene Wood at (415)
305-4651 or David Ficksman at (310) 789-1290. We also respectfully request that a copy of the written order from the Commission verifying
the effective time and date of the Registration Statement be sent to our counsel, TroyGould PC, Attention: David Ficksman, by facsimile
to (310) 789-1290 or email at dficksman@troygould.com.

 If
you have any questions regarding this request, please contact David Ficksman at (310) 789-1290.

 Very
 truly yours,

 By:
 /s/
 Joyce Lee Jue Hui

 Name:
 Joyce
 Lee Jue Hui

 Title:
 Chief
 Executive Officer

 cc:

 David
 Ficksman, TroyGould PC

 R.
 Joilene Wood, TroyGould PC

CORRESP
1
filename1.htm

Fitness
Champs Holdings Limited

7030
Ang Mo Kio

Avenue
5, #04-48

NorthStar@AMK

Singapore
569880

  

November
13, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Alyssa Wall

  

     
    Re:
    Fitness Champs Holdings Limited (the “Company”)

     
     
    Amendment No. 3 to Registration Statement on Form
    F-1

     
     
    File Number 333-282016

Ladies
and Gentlemen:

Please
note that today we submitted an exhibits-only filing as Amendment No. 3 to the Registration Statement referenced above.

If
you have any questions regarding this filing, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com
or Joilene Wood at 415-305-4651 or jwood@troygould.com.

     
    Sincerely,

     
       

     
    Fitness Champs Holdings Limited

     
     
     

     
    By:
    /s/ Joyce
    Lee Jue Hui

     
     
    Joyce Lee Jue Hui

     
     
    Chief Executive Officer

  

    cc:
    David L. Ficksman

     
    R. Joilene Wood

CORRESP
1
filename1.htm

Fitness
Champs Holdings Limited

7030
Ang Mo Kio

Avenue
5, #04-48

NorthStar@AMK

Singapore
569880

October 18, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Alyssa Wall

     
    Re:
    Fitness
    Champs Holdings Limited (the “Company”)

     

     

    Amendment
    No. 1 to Registration Statement on Form F-1 Submitted October 3, 2024 (as amended, the “Registration Statement”)

     

     

    File
    Number 333-282016

Ladies
and Gentlemen:

We
have set forth below responses to the comment of the staff (the “Staff”) of the Securities and Exchange Commission
contained in its letter of October 16, 2024 with respect to the Company’s Registration Statement.

For
your convenience, the text of the Staff’s comment is set forth below in italics, followed by the Company’s response. Please
note that all references to page numbers in the responses are references to the page numbers in the Amendment No. 2 to the Registration
Statement submitted concurrently with the submission of this letter in response to the Staff’s comment. 

Amendment
No. 1 to Registration Statement on Form F-1

Capitalization,
page 34

    1.
    On
    your table of indebtedness, please tell us what the column labeled “As adjusted” represents. The notes at the end of
    the table indicate that you intend to repay the shareholder loans in full using proceeds from this offering, so it is not clear what
    the as adjusted amounts represents. In addition, we note that your capitalization table also reflects the full amount of shareholder
    loans in the “as adjusted” column.

We
have revised the disclosure in the tables regarding Capitalization and Indebtedness to clarify that the shareholder loan will be paid
from the proceeds of the offering, and conformed the “As Adjusted” columns in these tables accordingly.

If
you have any questions regarding this response, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com
or Joilene Wood at 415-305-4651 or jwood@troygould.com.

     

    Sincerely,

     

       

     

    Fitness
    Champs Holdings Limited

     

     

     

     

    By:

    /s/
    Joyce Lee Jue Hui

     

     

    Joyce
    Lee Jue Hui

     

     

    Chief
    Executive Officer

  

    cc:

    David
    L. Ficksman

     

    R.
    Joilene Wood

October 16, 2024
Joyce Lee Jue Hui
Chief Executive Officer
Fitness Champs Holdings Limited
7030 Ang Mo Kio
Avenue 5, #04-48
NorthStar@AMK
Singapore 569880
Re:Fitness Champs Holdings Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed October 3, 2024
File No. 333-282016
Dear Joyce Lee Jue Hui:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-1
Capitalization
Indebtedness, page 35
1.On your table of indebtedness, please tell us what the column labeled "As adjusted"
represents. The notes at the end of the table indicate that you intend to repay the
shareholder loans in full using proceeds from this offering, so it is not clear what the
as adjusted amounts represents. In addition, we note that your capitalization table also
reflects the full amount of shareholder loans in the "as adjusted" column.

October 16, 2024
Page 2
            Please contact Patrick Kuhn at 202-551-3308 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters. Please
contact Alyssa Wall at 202-551-8106 or Taylor Beech at 202-551-4515 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:David Ficksman

CORRESP
1
filename1.htm

Fitness
Champs Holdings Limited

7030
Ang Mo Kio

Avenue
5, #04-48

NorthStar@AMK

Singapore
569880

  

October
3, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Alyssa Wall

  

     
    Re:
    Fitness
    Champs Holdings Limited (the “Company”)

     

     

    Registration
    Statement on Form F-1 Submitted September 9, 2024

     

     

    File
    Number 333-282016

Ladies
and Gentlemen:

We
have set forth below responses to the comment of the staff (the “Staff”) of the Securities and Exchange Commission
contained in its letter of September 30, 2024 with respect to the Company’s Registration Statement, as noted above.

For
your convenience, the text of the Staff’s comment is set forth below in italics, followed by the Company’s response. Please
note that all references to page numbers in the responses are references to the page numbers in the Amendment No. 1 to the Registration
Statement submitted concurrently with the submission of this letter in response to the Staff’s comment.

  

Registration
Statement on Form F-1

Presentation
of Financial Information, page 2

    1.

    We
    note your disclosure regarding your intention to amend your memorandum of association to effect a 1:200 forward stock split and the
    accompanying surrender of shares by your current shareholders. Please expand your disclosure to discuss whether the shareholders
    will receive any consideration for these surrenders or if there are any agreements or arrangements in place under which they will
    surrender the shares.

We
have revised the disclosure on page 2 to clarify that the shareholders will not receive any consideration for the surrender of
their shares.

Capitalization,
page 34

    2.
    Your
    disclosure says the table sets forth your capitalization on a pro forma as adjusted basis to reflect the issuance and sale of 2,000,000
    Ordinary Shares in this offering. On page 12 you disclose that you are offering 1,500,000 Ordinary Shares and the Selling Shareholders
    are offering 500,000 Ordinary Shares. It does not appear that the shares offered by the selling shareholders would impact your capitalization
    considering the shares are already outstanding and you will not receive any of the proceeds. Please advise or make any necessary
    corrections.

We
have revised the disclosure on page 34 to clarify that the resale shares should not be included in the capitalization calculation.

Principal
and Selling Shareholders, page 107

    3.

    We
    note your disclosure in the footnotes to the provided table that “Ms. Lee does not hold any Shares individually.” To
    provide additional context to investors, please revise your disclosure to clearly indicate whether Ms. Lee is the beneficial owner
    of the shares held by Big Treasure. Refer to General Instruction F to Form 20-F.

We
have revised the disclosure on page 107 to indicate that Ms. Lee is the beneficial owner of the shares held by Big Treasure.

If
you have any questions regarding this response, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com
or Joilene Wood at 415-305-4651 or jwood@troygould.com.

     

    Sincerely,

     

       

     

    Fitness
    Champs Holdings Limited

     

     

     

     

    By:

    /s/
    Joyce Lee Jue Hui

     

     

    Joyce
    Lee Jue Hui

     

     

    Chief
    Executive Officer

  

    cc:

    David
    L. Ficksman

     

    R.
    Joilene Wood

September 26, 2024
Joyce Lee Jue Hui
Chief Executive Officer
Fitness Champs Holdings Limited
7030 Ang Mo Kio
Avenue 5, #04-48
NorthStar@AMK
Singapore 569880
Re:Fitness Champs Holdings Limited
Registration Statement on Form F-1
Filed September 9, 2024
File No. 333-282016
Dear Joyce Lee Jue Hui:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1
Presentation of Financial Information, page 2
1.We note your disclosure regarding your intention to amend your memorandum of
association to effect a 1:200 forward stock split and the accompanying surrender of shares
by your current shareholders. Please expand your disclosure to discuss whether the
shareholders will receive any consideration for these surrenders or if there are any
agreements or arrangements in place under which they will surrender the shares.
Capitalization, page 34
Your disclosure says the table sets forth your capitalization on a pro forma as adjusted
basis to reflect the issuance and sale of 2,000,000 Ordinary Shares in this offering. On
page 12 you disclose that you are offering 1,500,000 Ordinary Shares and the Selling
Shareholders are offering 500,000 Ordinary Shares. It does not appear that the shares 2.

September 26, 2024
Page 2
offered by the selling shareholders would impact your capitalization considering the
shares are already outstanding and you will not receive any of the proceeds. Please advise
or make any necessary corrections.
Principal and Selling Shareholders, page 107
3.We note your disclosure in the footnotes to the provided table that "Ms. Lee does not hold
any Shares individually." To provide additional context to investors, please revise your
disclosure to clearly indicate whether Ms. Lee is the beneficial owner of the shares held
by Big Treasure. Refer to General Instruction F to Form 20-F.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Patrick Kuhn at 202-551-3308 or Lyn Shenk at 202-551-3380 if you have
questions regarding comments on the financial statements and related matters. Please contact
Alyssa Wall at 202-551-8106 or Taylor Beech at 202-551-4515 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:David Ficksman

CORRESP
1
filename1.htm

Fitness
Champs Holdings Limited

7030
Ang Mo Kio

Avenue
5, #04-48

NorthStar@AMK

Singapore
569880

September
9, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Alyssa Wall

    Re:
    Fitness
    Champs Holdings Limited (the “Company”)

    Registration
    Statement on Form F-1 Submitted September 9, 2024

    CIK
    No. 0002023796

Ladies
and Gentlemen:

We
submitted the Company’s Registration Statement on Form F-1 today to provide additional details regarding the offering.

If
you have any questions regarding this response, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com
or Joilene Wood at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    Fitness
    Champs Holdings Limited

    By:
    /s/
    Joyce Lee Jue Hui

    Joyce
    Lee Jue Hui

    Chief
    Executive Officer

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

July 22, 2024
Joyce Lee Jue Hui
Chief Executive Officer
Fitness Champs Holdings Limited
7030 Ang Mo Kio
Avenue 5, #04-48
NorthStar@AMK
Singapore 569880
Re:Fitness Champs Holdings Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted June 26, 2024
CIK No. 0002023796
Dear Joyce Lee Jue Hui:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
June 13, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Prospectus Summary, page 7
1.Your response to comment 1 indicates you believe you are a “leading” sports education
provider in Singapore based on the number of SwimSafer Program assessment bookings
and that you have two service offerings. Please disclose this in your filing.

July 22, 2024
Page 2
Risk Factors
Risks Related to Our Securities and This Offering
As a company incorporated in the Cayman Islands, we are permitted to adopt certain home
country practices..., page 25
2.We note your amended disclosure in response to comment 2. Please revise your disclosure
here and throughout to clearly indicate whether you intend to adopt home country
practices and how they will impact your corporate governance. In this regard, we note
your disclosure elsewhere that you intend to adopt home country practices in relation to
corporate governance matters and your conflicting disclosure on page 26 that you "intend
to comply with the Nasdaq Capital Market or another national securities exchange
corporate governance rules applicable to private issuers."
Dividends and Dividend Policy, page 36
3.We note your response to comment 7. To provide additional context to investors
regarding your dividend policy, please indicate whether you currently expect that
comparable cash dividends paid to your shareholders historically will continue to be paid
in the near future.
Principal and Selling Shareholders, page 107
4.We note your amended disclosure in response to comment 9. Please revise your table to
clearly demarcate between the Independent Director Nominees and the major
shareholders. Please also revise your disclosure to indicate whether the table totals will
continue to only include the current executive officers, directors, and director nominees as
a group, or if they will also include the major shareholders.
5.We note your amended disclosure in response to comment 10. Please provide additional
details regarding Mr. Ee Zhi Chang's services as a consultant of the company, including
whether there are any agreements between you and Mr. Chang and the terms of such
agreements, if applicable. Alternatively, please describe how you determined whether the
consultant relationship constituted a "material relationship with the Group or any of its
predecessors or affiliates within the past three years."
Consolidated Statements of Cash Flows, page F-8
6.We note your response to prior comment 11 that the “Amount due from director” was net
of the offsetting of interim dividend payments and these transactions are presented under
the Supplemental Disclosure of Non-Cash Financing Activities in the Statements of Cash
Flows. In this regard, please tell us what the cash outflow for "Amount due from director"
presented on your Statements of Cash Flows represents. It appears to us, based on the
reconciliation you provided in response to prior comment 12, that the cash outflow for
"Amount due from director" presented on your statement of cash flows only includes
"Reimbursement fund for expenses paid on behalf of the Company," "Coaches fee and
salary paid on behalf by Joyce Lee Jue Hui" and "Other expenses paid on behalf by Joyce
Lee Jue Hui." Tell us how the cash outflow for "Amount due from director" presented on
your statement of cash flows relates to the "Amount due from director" receivable
presented on your balance sheet. Make any necessary corrections so your Statement of
Cash Flows comply with the presentation requirements of ASC 230.

July 22, 2024
Page 3
General
7.We note your response to comment 16. Please further explain your rationale for
registering the Resale Shares now, but separate from the Selling Shareholders' shares. You
stated in your response that "the timing for the registration of the Resale Shares is tied
with the initial public offering as that is when there is expected to be public demand for
the Company’s shares," yet it is unclear why they would not then be included as Selling
Shareholder Shares in the underwritten offering. Please also clarify in the filing whether
Easy Builder and Fuji's Resale Shares are subject to a lock-up agreement or leak-out
agreement, and if not, explain why. In addition, your disclosure on pages 23 and 122 still
states that the shares held by the Resale Shareholders are not subject to lock-up
agreements. Please revise for consistency.
Resale Prospectus, page Alt-1
8.Please disclose the natural person controlling each of the Resale Shareholders, as well as
the address of the individual or entity. Refer to Item 9.D of Form 20-F.
            Please contact Patrick Kuhn at 202-551-3308 or Lyn Shenk at 202-551-3380 if you have
questions regarding comments on the financial statements and related matters. Please contact
Alyssa Wall at 202-551-8106 or Taylor Beech at 202-551-4515 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:David Ficksman

United States securities and exchange commission logo
June 13, 2024
Joyce Lee Jue Hui
Chief Executive Officer
Fitness Champs Holdings Limited
7030 Ang Mo Kio
Avenue 5, #04-48
NorthStar@AMK
Singapore 569880
Re:Fitness Champs Holdings Limited
Draft Registration Statement on Form F-1
Submitted May 17, 2024
CIK No. 0002023796
Dear Joyce Lee Jue Hui:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1
Prospectus Summary, page 8
1.Disclose the basis on which you are a "leading" sports education provider in Singapore
specializing in the provision of swimming programs to students.

 FirstName LastNameJoyce Lee Jue Hui
 Comapany NameFitness Champs Holdings Limited
 June 13, 2024 Page 2
 FirstName LastName
Joyce Lee Jue Hui
Fitness Champs Holdings Limited
June 13, 2024
Page 2
Implications of Our Being a Foreign Private Issuer, page 11
2.We note your disclosure regarding your ability to adopt certain home country practices as
a result of your status as a foreign private issuer. Please clarify here and throughout
whether you intend to adopt such home country practices and how they will impact your
corporate governance. In this regard, we note your disclosure on page 26 that you plan to
rely on home country practice "with respect to corporate governance matters" and your
disclosure on page 99 that you do not intend to rely on home country practices following
the offering.
Implications of Our Being an Emerging Growth Company, page 11
3.The cover page of your registration statement indicates your election to use the extended
transition period for complying with any new or revised financial accounting standards
pursuant to Section 7(a)(2)(B) of the Securities Act, but your disclosure indicates that you
may take advantage of the provision for emerging growth companies that allows longer
phase-in periods for the adoption of new or revised accounting standards. Please revise to
clarify your disclosure.
Risk Factors
Risks Related to Our Business and Industry
Our operation is subject to certain regulatory requirements..., page 12
4.Please expand your disclosure to specify the relevant registrations, certifications, licenses,
and memberships to which you refer, and state whether you are currently in compliance
with all applicable regulatory requirements.
Risks Related to Our Securities and This Offering, page 21
5.Please include a risk factor addressing the possibility your shares may not be approved for
listing on the Nasdaq Capital Market or another national securities exchange and the
potential impact on your business. We note your offering is contingent upon such
approval and listing.
Capitalization
Total Indebtedness, page 35
6.We note your disclosure of the loans entered into by the company and various lenders.
Please file the related agreements as exhibits to the registration statement or tell us why
you are not required to do so. Refer to Item 8(a) of Form F-1 and Item 601(b)(10) of
Regulation S-K.

 FirstName LastNameJoyce Lee Jue Hui
 Comapany NameFitness Champs Holdings Limited
 June 13, 2024 Page 3
 FirstName LastName
Joyce Lee Jue Hui
Fitness Champs Holdings Limited
June 13, 2024
Page 3
Dividends and Dividend Policy, page 36
7.Please indicate whether or not you currently expect that comparable cash dividends paid
to your shareholders historically will continue to be paid in the future, and if not, the
nature of the change in the amount or rate of cash dividend payments.
Business, page 73
8.We note your disclosure on page 14 suggesting you have an agreement with the MOE that
governs your participation in the SwimSafer program. Please describe the material terms
of the agreement in your filing and file the agreement as an exhibit to the registration
statement. Refer to Item 10.C of Form 20-F and Item 601(b)(10) of Regulation S-K.
Principal and Selling Shareholders, page 107
9.Revise to include the disclosure required by Item 7.A.1 of Form 20-F. In this regard, it
appears you have only included your directors and officers, despite disclosing elsewhere
in your filing that you have major shareholders.
10.Revise to disclose the nature of any position, office, or other material relationship which
the Selling Shareholders have had within the past three years with the registrant or any of
its predecessors or affiliates. In addition, revise to disclose the natural persons who control
the Selling Shareholders who have had a material relationship with the registrant or any of
its predecessors or affiliates within three years prior to the fling of the registration
statement. Refer to Item 9.D of Form 20-F.
Consolidated Statements of Cash Flows, page F-8
11.We note your disclosure of "payment of dividends" and "repayment of amount due from
director" as non-cash financing activities.  Please tell us your basis for classifying each of
these as non-cash activities.  In your response, please clarify for us whether any such
amounts for dividends or repayments of amounts due from director were paid or received
in cash.
Notes to Consolidated Financial Statements
Note 6 - Amount Due from Director, page F-21
12.Please reconcile the change in the amount reported as "amounts due from director" in your
consolidated balance sheets, the "amount due from director" reported in your
consolidated statements of cash flows, and repayment of amount due from director
reported in supplemental disclosure of non-cash financing activities for the fiscal
year ended December 31, 2023. Please also revise your statements of cash flow to revise
the label of the line item "Amount due from director" to indicate the underlying cash flow
activity, such as "loan to director." Please also ensure that cash outflows for dividends and
cash inflows for repayments of loans are not netted.

 FirstName LastNameJoyce Lee Jue Hui
 Comapany NameFitness Champs Holdings Limited
 June 13, 2024 Page 4
 FirstName LastNameJoyce Lee Jue Hui
Fitness Champs Holdings Limited
June 13, 2024
Page 4
Note 17 - Subsequent Events, page F-30
13.In regard to your May 3, 2024, declared dividend to your shareholders, please tell us of
your consideration for providing the information required by SAB Topic 1B.3.
Resale Prospectus, page Alt-1
14.We note your disclosure that the sale of any shares by the Resale Shareholders that occur
"until our Ordinary Shares are listed or quoted on an established public trading market
will take place at the public offering price of the Ordinary Shares which we are selling in
our initial public offering." You also state that "no sales of the shares covered by this
prospectus shall occur until the Ordinary Shares sold in our initial public offering begin
trading on the Nasdaq Capital Market or another national securities exchange." Revise for
consistency.
15.Please revise to disclose the nature of any position, office, or other material relationship
which the Resale Shareholders have had within the past three years with the registrant or
any of its predecessors or affiliates. In addition, revise to disclose the natural persons who
control the Resale Shareholders who have had a material relationship with the registrant or
any of its predecessors or affiliates within three years prior to the filing of the registration
statement. Refer to Item 9.D of Form 20-F.
General
16.Regarding our concerns that the proposed resale transactions could be indirect primary
offerings, to help us better understand your position that the transactions should not be so
characterized, please provide us with the following information:

•Please tell us why you determined to separate the shares into Selling Shareholder
shares and Resale shares. Also clarify why Fuji’s shares are split between the Selling
Shareholder shares and Resale shares.
•Please tell us when you intend to issue the Selling Shareholder shares and the Resale
shares, as your current disclosure indicates the Resale shares have not yet been issued
and provides no details regarding when the Selling Shareholder shares were or will be
issued. Also tell us how you determined the timing and why you intend to register
them now.
•Please tell us the price at which you intend to issue the Resale and Selling
Shareholder shares.
•Please tell us how you intend to determine the number of shares to be sold via each
resale transaction.
•Please clarify whether the lead underwriter for the initial public offering, Eddid
Securities USA, Inc., has any role in, or direct or indirect participation in, facilitating
the primary sales of shares to the Selling Shareholders and Resale Shareholders.
•Please tell us why Big Treasure is not subject to the lock-up arrangements and why
Biostar and Creative Path are subject only to leak-out agreements. On page 132 you

 FirstName LastNameJoyce Lee Jue Hui
 Comapany NameFitness Champs Holdings Limited
 June 13, 2024 Page 5
 FirstName LastName
Joyce Lee Jue Hui
Fitness Champs Holdings Limited
June 13, 2024
Page 5
disclose that the lock-up does not include the ordinary shares sold by the Selling
Shareholders or the Resale Shareholders, yet elsewhere you disclose that only Big
Treasure is excluded from the lock-up. Revise for consistency. Also clarify whether
Fuji and Easy Builder, the other Resale Shareholders, are subject to the lock-up or
leak-out agreements.
•Please tell us how you intend to determine the thresholds for the leak-out agreements
and why you adopted the agreements.
•You state on pages 5-6 that Biostar, Creative Path, Fuji and True Height are owned
by independent third parties. You do not indicate whether Easy Builder is owned by
an independent third party or an affiliate. On page F-10 you disclose that Biostar,
Easy Builder, Creative Path, Fuji and True Height were all part of the Restructuring,
and that the Restructuring is considered a merger of entities under common control.
Tell us why you believe they are independent third parties.
            Please contact Patrick Kuhn at 202-551-3308 or Lyn Shenk at 202-551-3380 if you have
questions regarding comments on the financial statements and related matters. Please contact
Alyssa Wall at 202-551-8106 or Taylor Beech at 202-551-4515 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       David Ficksman