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1、2025/5/21 15:56sec.gov/Archives/edgar/data/2027262/000164117225011588/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2027262/000164117225011588/formf-1a.htm1/11F-1/A 1 formf-1a.htm F-1/A As filed with the Securities and Exchange Commission on May 20,2025 Registration No.333-286542 UNITED STATESS

2、ECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Amendment No.1 toFORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 FAST TRACK GROUP(Exact Name of Registrant as Specified in its Charter)Not Applicable(Translation of Registrants Name into English)Cayman Islands 7900 Not Applicable(St

3、ate or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)12 Mohamed Sultan Road,#04-01,Singapore 238961+65 6531 0075(Address,including zip code,and telephone number,including area code,of registrants principal

4、executive offices)COGENCY GLOBAL INC.122 East 42nd Street,18th FloorNew York,NY 10168+1-800-221-0102(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies of all communications,including communications sent to agent for service,should be sent to:Lawrenc

5、e S.Venick,Esq.Loeb&Loeb LLP2206-19 Jardine House1 Connaught Road CentralHong Kong SARTelephone:+852-3923-1111Mark Y.Liu,Esq.Christina Russo,Esq.Akerman LLP633 West Fifth Street,Suite 6400Los Angeles,California 90071(213)688-9500 Approximate date of commencement of proposed sale to the public:As soo

6、n as practicable after this RegistrationStatement becomes effective.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule415 under the Securities Act of 1933,check the following box:If this Form is filed to register additional secu

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

8、he Securities Act,check the following boxand list the Securities Act registration statement number of the earlier effective registration statement for the same offering.2025/5/21 15:56sec.gov/Archives/edgar/data/2027262/000164117225011588/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2027262/00

9、0164117225011588/formf-1a.htm2/11If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following boxand list the Securities Act registration number of the earlier effective registration statement for the same offering.Emerging growth company.If an

10、 emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 7(a)(2)(B)of the

11、Securities Act.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay itseffective date until the registrant shall file a further amendment which specifically states that this registration statementshall thereafter become effective in accordance w

12、ith Section 8(a)of the Securities Act of 1933,as amended,or until theregistration statement shall become effective on such date as the U.S.Securities and Exchange Commission,acting pursuantto said Section 8(a),may determine.2025/5/21 15:56sec.gov/Archives/edgar/data/2027262/000164117225011588/formf-

13、1a.htmhttps:/www.sec.gov/Archives/edgar/data/2027262/000164117225011588/formf-1a.htm3/11 EXPLANATORY NOTE This Amendment No.1 is being filed solely for the purpose of filing certain exhibits to this registration statement on Form F-1,orthe Registration Statement,and to amend the exhibit index set fo

14、rth in Part II of the Registration Statement.No changes have beenmade to the Registration Statement other than this explanatory note as well as revised versions of the cover page and exhibit indexof the Registration Statement.This Amendment No.1 does not contain copies of the Prospectus included in

15、the RegistrationStatement,which remains unchanged from the Registration Statement filed on April 14,2025.2025/5/21 15:56sec.gov/Archives/edgar/data/2027262/000164117225011588/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2027262/000164117225011588/formf-1a.htm4/11 Part II Information Not Requir

16、ed in the Prospectus Item 6.Indemnification of Directors and Officers.The Cayman Islands laws do not limit the extent to which a companys memorandum and articles of association mayprovide for indemnification of directors and officers,save to the extent any such provision may be held by the Cayman Is

17、landscourts to be contrary to public policy,for example,where a provision purports to provide indemnification against the consequencesof committing a crime.Our memorandum and articles of association provide that,subject to applicable laws,every Director,secretary or other officer of the Company shal

18、l be entitled to be indemnified by the Company against all costs,charges,losses,expenses and liabilities incurred or to be incurred by him/her in the execution and discharge of his/her duties or in relation thereto.In particular,and without prejudice to the generality of the foregoing,no Director,se

19、cretary or other officer of the Company shallbe liable for the acts,receipts,neglects or defaults of any other Director or officer or for joining in any receipt or other act forconformity or for any loss or expense happening to the Company through the insufficiency or deficiency of title to any prop

20、ertyacquired by order of the Directors for or on behalf of the Company or for the insufficiency or deficiency of any security in or uponwhich any of the moneys of the Company shall be invested or for any loss or damage arising from the bankruptcy,insolvency ortortious act of any person with whom any

21、 moneys,securities or effects shall be deposited or left or for any other loss,damage ormisfortune whatsoever which shall happen in the execution of the duties of his/her office or in relation thereto unless the same shallhappen through his/her own negligence,willful default,breach of duty or breach

22、 of trust.Notwithstanding the foregoing,a company may:purchase and maintain for an officer of the company insurance against any liability attaching to him/her in connectionwith any negligence,default,breach of duty or breach of trust in relation to the company;and directly or indirectly provide an i

23、ndemnity(to any extent)for an officer of the company against liability incurred by theofficer to a person other than the company,except when the indemnity is against any liability of the officer(i)to pay a finein criminal proceedings,or a sum payable to a regulatory authority by way of a penalty in

24、respect of non-compliance withany requirement of a regulatory nature,or(ii)incurred in defending criminal proceedings in which he/she is convicted,indefending civil proceedings brought by the company or a related company in which judgment is given against him/her,orin connection with an application

25、for relief under section 76A(13)or 391 of the Companies Act in which the court refusesto grant him/her relief.Item 7.Recent Sales of Unregistered Securities.Set forth below is information regarding ordinary shares issued by us during the last three years.None of the below describedtransactions invol

26、ved any underwriters,underwriting discounts and commissions or commissions,or any public offering.FAST TRACK GROUP was incorporated in the Cayman Islands on May 31,2024 as an exempted company with limitedliability.During the year ended December 31,2024,the Company issued 1 share to Lim Sin Foo,Harri

27、s for the consideration ofUS$0.001.At the consummation of our Reorganization,our authorized share capital was US$50,000 divided into 50,000,000Ordinary Shares of nominal or par value US$0.001 each.On July 2,2024 we issued 6,999,999 Ordinary Shares to Lim Sin Foo,Harris,1,750,000 Ordinary Shares to L

28、ow Jiayi,4,593,750 Ordinary Shares to Bai Ye Private Limited,831,250 Ordinary Shares toChua Pak Gek,831,250 Ordinary Shares to Selwyn Lim Chin Kiat,831,250 Ordinary Shares to Rina Lim Fei Wen,831,250Ordinary Shares to Marcus Wong Wei Fu and 831,250 Ordinary Shares to Bill Lim Tao Xuan in considerati

29、on of each of thoseshareholders transferring their entire shareholdings in TCX HOLDINGS LTD to the Company.We believe that the offers,sales and issuances of the securities described in the preceding paragraph were exempt fromregistration either(a)under Section 4(a)(2)of the Securities Act and the ru

30、les and regulations promulgated thereunder,in that thetransactions were between an issuer and sophisticated investors or members of its senior executive management and did notinvolve any public offering within the meaning of Section 4(a)(2),(b)under Regulation S promulgated under the Securities Act

31、inthat offers,sales and issuances were not made to persons in the United States and no directed selling efforts were made in theUnited States,or(c)under Rule 701 promulgated under the Securities Act in that the transactions were underwritten compensatorybenefit plans or written compensatory contract

32、s.II-12025/5/21 15:56sec.gov/Archives/edgar/data/2027262/000164117225011588/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2027262/000164117225011588/formf-1a.htm5/11 Item 8.Exhibits.(a)Exhibits See the Exhibit Index beginning on page II-4 of this registration statement,which is incorporated by

33、reference herein.(b)Financial Statement Schedules None.II-22025/5/21 15:56sec.gov/Archives/edgar/data/2027262/000164117225011588/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2027262/000164117225011588/formf-1a.htm6/11 Item 9.Undertakings The undersigned registrant hereby undertakes:(a)(1)To fi

34、le,during any period in which offers or sales are being made,a post-effective amendment to this registrationstatement:(i)To include any prospectus required by section 10(a)(3)of the Securities Act of 1933;(ii)To reflect in the prospectus any facts or events arising after the effective date of the re

35、gistration statement(or the most recentpost-effective amendment thereof)which,individually or in the aggregate,represent a fundamental change in the informationset forth in the registration statement.Notwithstanding the foregoing,any increase or decrease in volume of securities offered(if the total

36、dollar value of securities offered would not exceed that which was registered)and any deviation from the low orhigh end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commissionpursuant to Rule 424(b)if,in the aggregate,the changes in volume and pri

37、ce represent no more than 20%change in themaximum aggregate offering price set forth in the“Calculation of Registration Fee”table in the effective registrationstatement.(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registrationstate

38、ment or any material change to such information in the registration statement;(2)That,for the purpose of determining any liability under the Securities Act of 1933,each such post-effective amendment shallbe deemed to be a new registration statement relating to the securities offered therein,and the

39、offering of such securities at thattime shall be deemed to be the initial bona fide offering thereof.(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remainunsold at the termination of the offering.(4)If the registrant is a foreign pr

40、ivate issuer,to file a post-effective amendment to the registration statement to include anyfinancial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuousoffering.Financial statements and information otherwise required by Section 10(a)(3)of the

41、 Act need not be furnished,provided that the registrant includes in the prospectus,by means of a post-effective amendment,financial statements requiredpursuant to this paragraph(a)(4)and other information necessary to ensure that all other information in the prospectus is atleast as current as the d

42、ate of those financial statements.Notwithstanding the foregoing,with respect to registration statementson Form F-3,a post-effective amendment need not be filed to include financial statements and information required by Section10(a)(3)of the Act or Item 8.A of Form 20-F if such financial statements

43、and information are contained in periodic reportsfiled with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d)of the Securities ExchangeAct of 1934 that are incorporated by reference in the Form F-3.(6)That,for the purpose of determining liability of the registr

44、ant under the Securities Act of 1933 to any purchaser in the initialdistribution of the securities:The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to thisregistration statement,regardless of the underwriting method used to sell th

45、e securities to the purchaser,if the securities are offeredor sold to such purchaser by means of any of the following communications,the undersigned registrant will be a seller to thepurchaser and will be considered to offer or sell such securities to such purchaser:(i)Any preliminary prospectus or

46、prospectus of the undersigned registrant relating to the offering required to be filedpursuant to Rule 424;(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used orreferred to by the undersigned registrant;(iii)The portion of any other

47、 free writing prospectus relating to the offering containing material information about theundersigned registrant or its securities provided by or on behalf of the undersigned registrant;and (iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purcha

48、ser.(h)(3)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors,officers andcontrolling persons of the registrant pursuant to the foregoing provisions,or otherwise,the registrant has been advised that in theopinion of the Securities and Exc

49、hange Commission such indemnification is against public policy as expressed in the Act and is,therefore,unenforceable.In the event that a claim for indemnification against such liabilities(other than the payment by theregistrant of expenses incurred or paid by a director,officer or controlling perso

50、n of the registrant in the successful defense of any2025/5/21 15:56sec.gov/Archives/edgar/data/2027262/000164117225011588/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2027262/000164117225011588/formf-1a.htm7/11action,suit or proceeding)is asserted by such director,officer or controlling person

51、 in connection with the securities beingregistered,the registrant will,unless in the opinion of its counsel the matter has been settled by controlling precedent,submit to acourt of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the A

52、ct andwill be governed by the final adjudication of such issue.(i)The undersigned registrant hereby undertakes that:(1)For purposes of determining any liability under the Securities Act of 1933,the information omitted from the form ofprospectus filed as part of this registration statement in relianc

53、e upon Rule 430A and contained in a form of prospectusfiled by the registrant pursuant to Rule 424(b)(1)or(4)or 497(h)under the Securities Act shall be deemed to be part ofthis registration statement as of the time it was declared effective.(2)For the purpose of determining any liability under the S

54、ecurities Act of 1933,each post-effective amendment thatcontains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein,and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.II-32025/5

55、/21 15:56sec.gov/Archives/edgar/data/2027262/000164117225011588/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2027262/000164117225011588/formf-1a.htm8/11 EXHIBIT INDEX Exhibit Number Description of Exhibit1.1*Form of Underwriting Agreement.3.1*Amended and Restated Memorandum and Articles of Ass

56、ociation of the Registrant 4.1*Specimen Share Certificate.4.2*Form of Representatives Warrant.5.1*Opinion of Harney Westwood&Riegels Singapore LLP as to the validity of the Ordinary Shares.5.2*Opinion of Loeb&Loeb LLP regarding the enforceability of the Underwriters Warrants 8.1*Opinion of Harney We

57、stwood&Riegels Singapore LLP regarding certain Cayman Islands tax matters(included in Exhibit 5.1).10.1*Form of Executive Officer Agreement,by and between the Registrant and Kwong Choong Kuen.10.2*Form of Director Agreement,by and between the Registrant and Lim Sin Foo,Harris 10.3*Form of Director A

58、greement,by and between the Registrant and Low Jiayi 10.4*Form of Independent Director Agreement by and between the Registrant and Quek Huay Min 10.5*Form of Independent Director Agreement by and between the Registrant and Robert Ng Sun 10.6*Form of Independent Director Agreement by and between the

59、Registrant and Ong Sie Hou Raymond 10.7*Form of Indemnity Agreement between the Registrant and Directors 10.8*Sales Agreement between Kong Hwee Iron Works&Construction Pte Ltd and the Registrant,dated December1,2022.10.9*Event Engagement Contract between Formerly Fast Track Events Sdn Bhd and Fast T

60、rack Events Pte Ltd datedJune 30,2023.10.10*Customer Agreement between Fast Steel Construction Pte Ltd,Fast Track Event and the Kong Hwee IronWorks&Construction Pte Ltd,dated June 20,2023.10.11*Waiver Letter between Lim Sin Foo,Harris and the Registrant,dated June 30,2023 regarding advances fromDire

61、ctor to the Company.10.12*Office lease agreement between FTE and Acorn Marketing&Research Consultants(Group)Pte.Ltd.datedSeptember 16,2023.14.1*Form of Code of Business Conduct and Ethics.21.1*List of Subsidiaries.23.1 Consent of Assentsure PAC.23.2*Consent of Harney Westwood&Riegels Singapore LLP(i

62、ncluded in Exhibit 5.1).23.3*Consent of Rajah&Tann Singapore LLP.24.1 Power of Attorney(included on signature page to the registration statement).99.1*Form of Charter of the Audit Committee.99.2*Form of Charter of the Compensation Committee.2025/5/21 15:56sec.gov/Archives/edgar/data/2027262/00016411

63、7225011588/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2027262/000164117225011588/formf-1a.htm9/11 99.3*Form of Charter of the Nominating and Corporate Governance Committee.99.4*Form of Statement of Policy Concerning Trading in Company Securities.99.5*Form of Whistleblower Policy.99.6*Request

64、 for waiver and representation under item 8.A.4 of Form 20-F 107*Filing Fee Table.*Previously filed II-42025/5/21 15:56sec.gov/Archives/edgar/data/2027262/000164117225011588/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2027262/000164117225011588/formf-1a.htm10/11 SIGNATURES Pursuant to the req

65、uirements of the Securities Act of 1933,the registrant certifies that it has reasonable grounds to believe that itmeets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by theundersigned,thereunto duly authorized,in the Republi

66、c of Singapore,on May 20,2025.FAST TRACK GROUP By:/s/Lim Sin Foo,Harris Name:Lim Sin Foo,Harris Title:Chief Executive Officer and Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS,that each person whose signature appears below hereby constitutes andappoints Lim Sin Foo,Harris,as his or h

67、er true and lawful attorney-in-fact and agent,with full power of substitution and re-substitution,for him or her and in his name or her name,place and stead,in any and all capacities,in connection with thisregistration statement,including to sign and file in the name and on behalf of the undersigned

68、 as director or officer of the registrant,any and all amendments or supplements(including any and all prospectus supplements,stickers and post-effective amendments)tothis registration statement with all exhibits thereto,and sign any registration statement for the same offering covered by thisregistr

69、ation statement that is to be effective upon filing pursuant to Rule 462(b)under the Securities Act of 1933,as amended,andall post-effective amendments thereto and to file the same,with all exhibits thereto,and other documents in connection therewith,with the Securities and Exchange Commission,and a

70、ny applicable securities exchange,securities self-regulatory body or otherregulatory authority,granting unto said attorney-in-fact and agent full power and authority to do and perform each and every actand thing requisite or necessary to be done in connection therewith and in and about the premises,

71、as fully to all intents andpurposes as he or she might or could do in person,hereby ratifying and confirming that said attorney-in-fact and agent,or hissubstitute or substitutes,may lawfully do or cause to be done by virtue hereof.Pursuant to the requirements of the Securities Act of 1933,this regis

72、tration statement has been signed by the followingpersons on behalf of the registrant and in the capacities and on the dates indicated Signature Title Date /s/Lim Sin Foo,Harris Lim Sin Foo,Harris Chief Executive Officer,and Director(principal executive officer)May 20,2025 /s/Kwong Choong Kuen Chief

73、 Financial Officer Kwong Choong Kuen(principal financial officer and principalaccounting officer)May 20,2025 /s/Quek Huay Min Independent Director Quek Huay Min May 20,2025 /s/Raymond Ong Sie Hou Independent Director Raymond Ong Sie Hou May 20,2025 /s/Robert Ng Sung Robert Ng Sung Independent Direct

74、or May 20,2025 II-52025/5/21 15:56sec.gov/Archives/edgar/data/2027262/000164117225011588/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2027262/000164117225011588/formf-1a.htm11/11 Authorized U.S.Representative Pursuant to the Securities Act of 1933,as amended,the undersigned,the duly authorized representative in the UnitedStates of FAST TRACK GROUP,has signed this registration statement in New York,on May 20,2025.Authorized U.S.RepresentativeCogency Global Inc.By:/s/Colleen A.De Vries Name:Colleen A.De Vries Title:Senior Vice-President on behalf of Cogency Global Inc.II-6