Fast Track Group 6-K, filed May 28, 2025
Fast Track Group (FTRKF)
About this 6-K
Fast Track Group filed this 6-K on May 28, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2025
Commission File Number: 333- 286542
FAST TRACK GROUP
(Registrant’s Name)
12 Mohamed Sultan Road,
#04-01, Singapore 238961
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Entry into a Material Definitive Agreement.
On May 22, 2025, FAST TRACK GROUP (the “Company”) entered into an underwriting agreement, substantially in the form attached as Exhibit 1.1 hereto and incorporated herein by reference, with Alexander Capital, L.P., as representative of the several underwriters named thereof, in connection with its initial public offering (“IPO”) of 3,750,000 ordinary shares, par value $0.001 per share (the “Class A Ordinary Shares”) at a price of $4 per share. The underwriters also have an option for a period of 45 days to purchase up to 562,500 ordinary shares to cover over-allotments, if any. The Company has also agreed to issue to the representative as compensation Representative’s Warrants exercisable for a period of five years from the date of issuance of up to 431, 250 ordinary shares at a per share exercise price equal to 140% of the public offering price per share in the IPO. The Company’s Registration Statement on Form F-1 (File No. 333- 286542) for the IPO, originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 14, 2025, as amended, the “Registration Statement”) was declared effective by the Commission on May 22, 2025.
Other Events.
In connection with the IPO, the Company adopted a code of business conduct and ethics, audit committee charter, compensation committee charter, nominating and corporate governance committee charter, insider trading policy and a whistleblower policy, attached as Exhibits 14,1, 99.1, 99.2, 99.3, 99.4 and 99.5 to the Registration Statement, respectively, and incorporated herein by reference.
On May 22, 2025, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.6 to this Current Report on Form 6-K.
On May 27, 2025, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.7 to this Current Report on Form 6-K.
Financial Statements and Exhibits.
The following exhibits are being filed herewith:
| * | Filed Previously. |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FAST TRACK GROUP | ||
| Date: May 28, 2025 | By: | /s/ Lim Sin Foo, Harris |
| Name: | Lim Sin Foo, Harris | |
| Title: | Chief Executive Officer, and Director | |
| 3 |
Exhibit 99.6
FAST TRACK GROUP Announces Pricing of $15 Million Initial Public Offering
SINGAPORE, May 22, 2025 – FAST TRACK GROUP (“Fast Track” or the “Company”), a leading entertainment-focused event management and celebrity agency company, announced the pricing of its initial public offering of 3,750,000 ordinary shares (the “Ordinary Shares”) at a public offering price of $4.00 per share, for aggregate gross proceeds of $15 million, prior to deducting underwriting discounts and other offering expenses.
In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 562,500 Ordinary Shares at the public offering price per share, less the underwriting discount, to cover over-allotments, if any. The offering is expected to close on or about May 27, 2025, subject to satisfaction of customary closing conditions.
All of the Ordinary Shares are being offered by Fast Track. The Company intends to use the proceeds from the offering primarily for: (i) expansion into more markets (Southeast Asia), (ii) marketing and branding purposes, (iii) building up its sales and partnership team, and (iv) working capital purposes.
The Company has received approval to list its Ordinary Shares on the Nasdaq Capital Market, with its Ordinary Shares trading under the symbol “FTRK,” with trading expected to begin on May 23, 2025.
Alexander Capital, L.P. (“Alexander Capital”), a full-service broker/dealer, acted as the lead book-running manager with Network 1 Financial Securities, Inc. acting as a co-underwriter for the offering. Loeb & Loeb LLP and Harney Westwood & Riegels Singapore LLP are acting as U.S. and Cayman Islands legal counsel to the Company, respectively, and Akerman LLP is acting as U.S. legal counsel to Alexander Capital for the offering.
A registration statement on Form F-1, as amended (File No. 333-286542), relating to the Ordinary Shares was filed with the U.S. Securities and Exchange Commission (the “SEC”) and was declared effective on May 22, 2025. This offering is being made only by means of a prospectus. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the final prospectus related to the Offering may be obtained, when available, from Alexander Capital, L.P., 17 State St, New York, NY 10004, by phone at 212-687-5650 or by email at info@alexandercapitallp.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About FAST TRACK GROUP
FAST TRACK GROUP is a leading entertainment-focused event management and celebrity agency company. Since inception in Singapore in 2012, the Company has expanded across Asia Pacific, earning a reputation for being the preferred partner for event and endorsement organizers in the region. FAST TRACK GROUP goes beyond traditional event management, offering value-added services such as media planning, PR management, technical production planning, celebrity sourcing, celebrity engagement consultancy and event manpower support, all tailored to the highest standards.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations, including the trading of its Ordinary Shares or the closing of the Offering. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct. The Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to read the risk factors contained in the Company’s final prospectus and other reports it files with the SEC before making any investment decisions regarding the Company’s securities. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law.
Investor Relations
John Yi and Steven Shinmachi
Gateway Group, Inc.
949-574-3860
FTRK@gateway-grp.com
Exhibit 99.7
FAST TRACK GROUP Announces Closing of $15 Million Initial Public Offering
SINGAPORE, May 27, 2025 – FAST TRACK GROUP (NASDAQ: FTRK) (“Fast Track” or the “Company”), a leading entertainment-focused event management and celebrity agency company, today announced the closing of its initial public offering of 3,750,000 ordinary shares (the “Ordinary Shares”) at a public offering price of $4.00 per share, for aggregate gross proceeds of approximately $15 million, prior to deducting underwriting discounts and other offering expenses. The Company’s Ordinary Shares began trading on the Nasdaq Capital Market on May 23, 2025, under the symbol “FTRK”.
In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 562,500 Ordinary Shares at the public offering price per share, less the underwriting discount, to cover over-allotments, if any.
Alexander Capital, L.P. (“Alexander Capital”), a full-service broker/dealer, acted as the lead book-running manager with Network 1 Financial Securities, Inc. acting as a co-underwriter for the offering. Loeb & Loeb LLP, Harney Westwood & Riegels Singapore LLP, and Rajah & Tann Singapore LLP served as U.S., Cayman Islands, and Singapore legal counsel to the Company, respectively, and Akerman LLP served as U.S. legal counsel to Alexander Capital for the offering.
The offering is being conducted pursuant to the Company’s registration statement on Form F-1, as amended (File No. 333-286542), relating to the Ordinary Shares initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 6, 2024, and was declared effective on May 22, 2025. The offering was made only by means of a prospectus. A final prospectus relating to the offering has been filed with the SEC on May 23, 2025, and is available on the SEC’s website at www.sec.gov. Copies of the final prospectus related to the Offering may be obtained from Alexander Capital, L.P., 10 Drs James Parker Blvd, Suite 202, Red Bank, New Jersey 07701, by telephone at 212-687-5650 or by email at info@alexandercapitallp.com.
Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About FAST TRACK GROUP
FAST TRACK GROUP is a leading entertainment-focused event management and celebrity agency company. Since inception in Singapore in 2012, the Company has expanded across Asia Pacific, earning a reputation for being the preferred partner for event and endorsement organizers in the region. FAST TRACK GROUP goes beyond traditional event management, offering value-added services such as media planning, PR management, technical production planning, celebrity sourcing, celebrity engagement consultancy and event manpower support, all tailored to the highest standards.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct. The Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to read the risk factors contained in the Company’s final prospectus and other reports it files with the SEC before making any investment decisions regarding the Company’s securities. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law.
Investor Relations
John Yi and Steven Shinmachi
Gateway Group, Inc.
949-574-3860
FTRK@gateway-grp.com