{"url_path":"/sec/ftrk/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/2027262/0001493152-26-031197-index.html","accession_number":"0001493152-26-031197","cik":"0002027262","ticker":"FTRK","issuer_name":"Fast Track Group","edgar_url":"https://www.sec.gov/Archives/edgar/data/2027262/0001493152-26-031197-index.html","primary_entity_key":"0002027262","primary_entity_name":"Fast Track Group"},"word_count":8687,"has_tables":true,"body_markdown":"**ITEM\n10. ADDITIONAL INFORMATION**\n\n \n\n**A.\nShare Capital.**\n\n \n\nOur\nauthorized share capital is US$50,000 divided into 50,000,000 Ordinary Shares, with a par value of US$0.001 each, based on amended and\nrestated memorandum and articles of association dated July 1, 2024.\n\n \n\n**B.\nMemorandum and Articles of Association.**\n\n \n\nWe\nincorporate by reference into this Annual Report the description of our amended and restated memorandum and articles of association dated\nJuly 1, 2024.\n\n \n\nThe\nfollowing are summaries of material provisions of our Amended and Restated Memorandum and Articles of Association as they relate to the\nmaterial terms of our ordinary shares.\n\n \n\n44\n\n \n\n \n\n**Ordinary\nShares**\n\n \n\n**General**\n\n \n\nWe\nare an exempted company incorporated with limited liability under the laws of the Cayman Islands and our affairs are governed by:\n\n \n\n \n●\nMemorandum\nand Articles of Association;\n\n \n \n \n\n \n●\nThe\nCompanies Act (Revised) (as amended) of the Caymans Islands, which is referred to as the Companies Act below; and\n\n \n \n \n\n \n●\nCommon\nlaw of the Cayman Islands.\n\n \n\n**All\nof our outstanding Ordinary Shares are validly issued, fully paid and non-assessable. Our Ordinary Shares are not redeemable and do not\nprovide any preemptive rights.**\n\n \n\nWe\nhave included summaries of certain material provisions of our second amended and restated memorandum and articles of association (the\n“**Memorandum”**and **“Articles”**, respectively) and the Companies Act insofar as they relate to the\nmaterial terms of our share capital. The summaries do not purport to be complete and are qualified in their entirety by reference to\nour Memorandum and Articles, which is filed as an exhibit to this Report.\n\n \n\n**Memorandum\nof Association**\n\n \n\nThe\nMemorandum provides, inter alia, that the liability of members of our Company is limited and that the objects for which our Company is\nestablished are unrestricted (and therefore include acting as an investment company), and that our Company shall have and be capable\nof exercising any and all of the powers at any time or from time to time exercisable by a natural person or body corporate whether as\nprincipal, agent, contractor or otherwise and, since our Company is an exempted company, that our Company will not trade in the Cayman\nIslands with any person, firm or corporation except in furtherance of the business of our Company carried on outside the Cayman Islands.\n\n \n\nBy\nspecial resolution, our Company may alter the Memorandum with respect to any objects, powers or other matters specified in it.\n\n \n\n**Ordinary\nShares**\n\n \n\n*General.*Our authorized share capital is US$50,000.00 divided into 50,000,000 Ordinary Shares of nominal or par value US$0.001 each. All of\nour outstanding Ordinary Shares are fully paid and non-assessable. Certificates representing the Ordinary Shares are issued in registered\nform. Our shareholders, whether or not they are non-residents of the Cayman Islands, may freely hold and transfer their Ordinary Shares\nin accordance with our Memorandum and Articles.\n\n \n\n*Dividends.*The holders of our Ordinary Shares are entitled to such dividends as may be declared by our Board of Directors. Our Articles provide\nthat our Board of Directors may declare and pay dividends if justified by our financial position and permitted by law.\n\n \n\n*Voting\nRights.*Holders of our Ordinary Shares vote on all matters submitted to a vote of our shareholders, except as may otherwise be required\nby law. In respect of matters requiring shareholders’ vote, each ordinary share is entitled to one vote. At any general meeting\na resolution put to the vote of the meeting shall be decided on a show of hands unless voting by poll is required by Nasdaq rules or\ndemanded by the chairman of the meeting, or any one or more shareholders holding at least 10% of the total voting rights of all our shareholders\nhaving the right to vote at such general meeting. A quorum required for a meeting of shareholders consists of one shareholder who holds\nat least one-third of our issued voting shares. Shareholders’ meetings may be held annually. Each general meeting, other than an\nannual general meeting, shall be an extraordinary general meeting. Extraordinary general meetings may be called by a majority of our\nBoard of Directors or upon a requisition of any one or more shareholders holding at the deposit of the requisition at least 10% of the\naggregate share capital of our company that carries the right to vote at a general meeting, in which case on advance notice of at least\n7 clear days is required for the convening of our annual general meeting and other general meetings by requisition of our shareholders.\n\n \n\n45\n\n \n\n \n\nAny\nordinary resolution to be made by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the Ordinary\nShares cast in a meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes attaching\nto the Ordinary Shares cast in a meeting.\n\n \n\nA\nspecial resolution will be required for important matters such as amending our memorandum and articles of association or changing the\nname of the Company.\n\n \n\nThere\nare no limitations on non-residents or foreign shareholders in the memorandum and articles of association to hold or exercise voting\nrights on the Ordinary Shares imposed by foreign law or by the charter or other constituent document of our company. However, no person\nwill be entitled to vote at any general meeting or at any separate meeting of the holders of the Ordinary Shares unless the person is\nregistered as of the record date for such meeting and unless all calls or other sums presently payable by the person in respect of Ordinary\nShares in the Company have been paid.\n\n \n\n*Alteration\nof capital.*Our Company may, by an ordinary resolution of its members: (a) increase its share capital by the creation of new shares\nof such amount as it thinks expedient; (b) consolidate or divide all or any of its share capital into shares of larger or smaller amount\nthan its existing shares; (c) divide its unissued shares into several classes and attach to such shares any preferential, deferred, qualified\nor special rights, privileges or conditions; (d) subdivide its shares or any of them into shares of an amount smaller than that fixed\nby the Memorandum; (e) cancel any shares which, at the date of the resolution, have not been taken or agreed to be taken by any person\nand diminish the amount of its share capital by the amount of the shares so cancelled; (f) make provision for the allotment and issue\nof shares which do not carry any voting rights; (g) change the currency of denomination of its share capital; and (h) reduce its share\npremium account in any manner authorized and subject to any conditions prescribed by law.\n\n \n\n*Transfer\nof Shares.*Subject to the Companies Act and the requirements of the stock exchange, all transfers of shares shall be effected by\nan instrument of transfer in the usual or common form or in such other form as our Board may approve and may be under hand or, if the\ntransferor or transferee is a Clearing House (as defined in the Articles) or its nominee(s), under hand or by machine imprinted signature,\nor by such other manner of execution as our Board may approve from time to time. Execution of the instrument of transfer shall be by\nor on behalf of the transferor and the transferee, provided that our Board may dispense with the execution of the instrument of transfer\nby the transferor or transferee or accept mechanically executed transfers. The transferor shall be deemed to remain the holder of a share\nuntil the name of the transferee is entered in the register of members of our Company in respect of that share. Our Board may, in its\nabsolute discretion, at any time and from time to time remove any share on the principal register to any branch register or any share\non any branch register to the principal register or any other branch register. Unless our Board otherwise agrees, no shares on the principal\nregister shall be removed to any branch register nor shall shares on any branch register be removed to the principal register or any\nother branch register. All removals and other documents of title shall be lodged for registration and registered, in the case of shares\non any branch register, at the relevant registration office and, in the case of shares on the principal register, at the place at which\nthe principal register is located. Our Board may, in its absolute discretion, decline to register a transfer of any share (not being\na fully paid up share) to a person of whom it does not approve or on which our Company has a lien. It may also decline to register a\ntransfer of any share issued under any share option scheme upon which a restriction on transfer subsists or a transfer of any share to\nmore than four joint holders. Our Board may decline to recognize any instrument of transfer unless a certain fee, up to such maximum\nsum as the stock exchange may determine to be payable, is paid to our Company, the instrument of transfer is properly stamped (if applicable),\nis in respect of only one class of share and is lodged at the relevant registration office or the place at which the principal register\nis located accompanied by the relevant share certificate(s) and such other evidence as our Board may reasonably require is provided to\nshow the right of the transferor to make the transfer (and if the instrument of transfer is executed by some other person on his behalf,\nthe authority of that person so to do). The register of members may, subject to the Nasdaq Listing Rules, be closed at such time or for\nsuch period not exceeding in the whole 30 days in each year as our Board may determine (or such longer period as the members of our Company\nmay by ordinary resolution determine, provided that such period shall not be extended beyond 60 days in any year). Fully paid shares\nshall be free from any restriction on transfer (except when permitted by the stock exchange) and shall also be free from all liens.\n\n \n\n46\n\n \n\n \n\n*Winding\nUp; Liquidation.*A resolution that our Company be wound up by the court or be wound up voluntarily shall be a special resolution.\nSubject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time\nbeing attached to any class or classes of shares:\n\n \n\n(a)\nif our Company is wound up and the assets available for distribution among the members of the Company are more than sufficient to repay\nthe whole of the capital paid up at the commencement of the winding up, then the excess shall be distributed *pari passu*among\nsuch members in proportion to the par value of the shares held by them respectively; and\n\n \n\n(b)\nif our Company is wound up and the assets available for distribution among the members as such are insufficient to repay the whole of\nthe paid-up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the members in proportion\nto the par value of the shares held by them, respectively.\n\n \n\nIf\nour Company is wound up (whether the liquidation is voluntary or compelled by the court), the liquidator may, with the sanction of a\nspecial resolution and any other sanction required by the Companies Act, divide among the members in specie or kind the whole or any\npart of the assets of our Company, whether the assets consist of property of one kind or different kinds, and the liquidator may, for\nsuch purpose, set such value as he deems fair upon any one or more class or classes of property to be so divided and may determine how\nsuch division shall be carried out as between the members or different classes of members and the members within each class. The liquidator\nmay, with the like sanction, vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator thinks\nfit, provided that no member shall be compelled to accept any shares or other property upon which there is a liability*.*\n\n \n\n*Calls\non Ordinary Shares and Forfeiture of Ordinary Shares.*Our Board may, from time to time, make such calls as it thinks fit upon the\nmembers in respect of any monies unpaid on the shares held by them respectively (whether on account of the nominal value of the shares\nor by way of premium) and not by the conditions of allotment of such shares made payable at fixed times. A call may be made payable either\nin one sum or by instalments. If the sum payable in respect of any call or instalment is not paid on or before the day appointed for\npayment thereof, the person or persons from whom the sum is due shall pay interest on the same at such rate not exceeding 20 per cent\nper annum as our Board shall fix from the day appointed for payment to the time of actual payment, but the Board may waive payment of\nsuch interest wholly or in part. Our Board may, if it thinks fit, receive from any member willing to advance the same, either in money\nor money’s worth, all or any part of the money uncalled and unpaid or instalments payable upon any shares held by him, and in respect\nof all or any of the monies so advanced our Company may pay interest at such rate (if any) not exceeding 20 per cent per annum as our\nBoard may decide. If a member fails to pay any call or instalment of a call on the day appointed for payment, our Board may, for so long\nas any part of the call or instalment remains unpaid, serve not less than 14 days’ notice on the member requiring payment of so\nmuch of the call or instalment as is unpaid, together with any interest which may have accrued and which may still accrue up to the date\nof actual payment. The notice shall name a further day (not earlier than the expiration of 14 days from the date of the notice) on or\nbefore which the payment required by the notice is to be made, and shall also name the place where payment is to be made. The notice\nshall also state that, in the event of non-payment at or before the appointed time, the shares in respect of which the call was made\nwill be liable to be forfeited. If the requirements of any such notice are not complied with, any share in respect of which the notice\nhas been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of our\nBoard to that effect. Such forfeiture will include all dividends and bonuses declared in respect of the forfeited share and not actually\npaid before the forfeiture. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares but\nshall, nevertheless, remain liable to pay to our Company all monies which, as at the date of forfeiture, were payable by him to our Company\nin respect of the shares together with (if our Board shall in its discretion so require) interest thereon from the date of forfeiture\nuntil payment at such rate not exceeding 20 per cent per annum as our Board may prescribe.\n\n \n\n*Redemption\nof Ordinary Shares.*The Companies Act and our Memorandum and Articles permit us to purchase our own shares. In accordance with our\nArticles, provided the necessary shareholders or board approval have been obtained and requirements under the Companies Act have been\nsatisfied, we may issue shares on terms that are subject to redemption at our option on such terms and in such manner as may be determined\nby our Board of Directors. Under the Companies Act, the redemption or repurchase of any share may be paid out of our Company’s\nprofits or out of the proceeds of a new issue of shares made for the purpose of such redemption or repurchase, or out of capital (including\nshare premium account and capital redemption reserve) if our Company can, immediately following such payment, pay its debts as they fall\ndue in the ordinary course of business. In addition, under the Companies Act no such share may be redeemed or repurchased (a) unless\nit is fully paid up, (b) if such redemption or repurchase would result in there being no shares issued and outstanding or (c) if the\ncompany has commenced liquidation. In addition, our company may accept the surrender of any fully paid share for no consideration.\n\n \n\n47\n\n \n\n \n\n*Inspection\nof Books and Records.*Holders of our Ordinary Shares have no general right under our Articles to inspect or obtain copies of our\nlist of shareholders or our corporate records. However, we will provide our shareholders with annual audited financial statements. See\n“*Where You Can Find Additional Information*.”\n\n \n\n*Issuance\nof Additional Shares.*Our Memorandum and Articles authorize our Board of Directors to issue additional Ordinary Shares from time\nto time as our Board of Directors shall determine, to the extent of available authorized but unissued shares. Issuance of these shares\nmay dilute the voting power of holders of Ordinary Shares.\n\n \n\n*Anti-Takeover\nProvisions.*Some provisions of our Memorandum and Articles may discourage, delay or prevent a change of control of our company or\nmanagement that shareholders may consider favorable. Our authorized, but unissued Ordinary Shares are available for future issuance without\nshareholders’ approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional\ncapital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved Ordinary Shares could render\nmore difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.\n\n \n\n*Exempted\nCompany.*We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary\nresident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside\nof the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the\nsame as for an ordinary company except that an exempted company:\n\n \n\n \n●\ndoes\nnot have to file an annual return of its shareholders with the Registrar of Companies;\n\n \n \n \n\n \n●\nis\nnot required to open its register of members for inspection;\n\n \n \n \n\n \n●\ndoes\nnot have to hold an annual general meeting;\n\n \n \n \n\n \n●\nmay\nnot issue negotiable or bearer shares, but may issue shares with no par value;\n\n \n \n \n\n \n●\nmay\nobtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first\ninstance);\n\n \n \n \n\n \n●\nmay\nregister by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;\n\n \n \n \n\n \n●\nmay\nregister as a limited duration company; and\n\n \n \n \n\n \n●\nmay\nregister as a segregated portfolio company.\n\n \n\n“Limited\nliability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the\ncompany.\n\n \n\n*Nomination\nand Removal of Directors and Filling Vacancies on Board.*Nomination and removal of directors and filling of board vacancies are governed\nby the terms of the memorandum and articles of association. At any time or from time to time, the Board shall have the power to appoint\nany person as a Director either to fill a casual vacancy on the Board or as an additional Director to the existing Board subject to any\nmaximum number of Directors, if any, as may be determined by the members in general meeting.\n\n \n\nA\nDirector is not required to hold any shares in the company by way of qualification.\n\n \n\nA\nDirector may be removed by an ordinary resolution of the company before the expiration of his term of office (but without prejudice to\nany claim which such Director may have for damages for any breach of any contract between him and the company) and the company may by\nordinary resolution appoint another in his place.\n\n \n\n48\n\n \n\n \n\nThe\noffice of a Director shall be vacated if he:\n\n \n\n \n(i)\nresigns;\n\n \n \n \n\n \n(ii)\ndies;\n\n \n \n \n\n \n(iii)\nis\ndeclared to be of unsound mind and the Board resolves that his office be vacated;\n\n \n \n \n\n \n(iv)\nbecomes\nbankrupt or has a receiving order made against him or suspends payment or compounds with his creditors generally;\n\n \n \n \n\n \n(v)\nis\nprohibited from being or ceases to be a director by operation of law;\n\n \n \n \n\n \n(vi)\nwithout\nspecial leave, is absent from meetings of the Board for three consecutive meetings, and the Board resolves that his office is vacated;\n\n \n \n \n\n \n(vii)\n\nhas\nbeen required by the designated stock exchange to cease to be a Director; or\n\n \n \n \n\n \n(viii)\nis\nremoved from office by the requisite majority of the Directors or otherwise pursuant to the Articles.\n\n \n\nFrom\ntime to time the Board may appoint one or more of its body to be managing director, joint managing director or deputy managing director\nor to hold any other employment or executive office with the company for such period and upon such terms as the Board may determine,\nand the Board may revoke or terminate any of such appointments. The Board may also delegate any of its powers to committees consisting\nof such Director(s) or other person(s) as the Board thinks fit, and from time to time it may also revoke such delegation or revoke the\nappointment of and discharge any such committees either wholly or in part, and either as to persons or purposes, but every committee\nso formed shall, in the exercise of the powers so delegated, conform to any regulations that may from time to time be imposed upon it\nby the Board.\n\n \n\n*Shareholder\nProposals.*Extraordinary general meetings shall be convened on the requisition of one or more members holding, as at the date of\ndeposit of the requisition, not less than one-tenth of the paid up capital of the company having the right of voting at general meetings.\nSuch requisition shall be made in writing to the board or the secretary of the company for the purpose of requiring an extraordinary\ngeneral meeting to be called by the board for the transaction of any business specified in such requisition. Such meeting shall be held\nwithin two months after the deposit of such requisition. If within 21 days of such deposit, the board fails to proceed to convene such\nmeeting, the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s)\nas a result of the failure of the board shall be reimbursed to the requisitionist(s) by the company.\n\n \n\n*Approval\nof Corporate Matters by Written Consent.*A special resolution of the company must be passed by a majority of not less than two-thirds\nof the votes cast by such members as, being entitled so to do, vote in person or by proxy or, in the case of members which are corporations,\nby their duly authorized representatives or by proxy at a general meeting of which notice specifying the intention to propose the resolution\nas a special resolution has been duly given.\n\n \n\nUnder\nthe Companies Act, a copy of any special resolution must be forwarded to the Registrar of Companies in the Cayman Islands within 15 days\nof being passed.\n\n \n\nAn\nordinary resolution, by contrast, is a resolution passed by a simple majority of the votes of such members of the company as, being entitled\nto do so, vote in person or, in the case of members which are corporations, by their duly authorized representatives or by proxy at a\ngeneral meeting of which notice has been duly given.\n\n \n\nA\nresolution in writing signed by or on behalf of all members shall be treated as an ordinary resolution duly passed at a general meeting\nof the company duly convened and held, and where relevant as a special resolution so passed.\n\n \n\n49\n\n \n\n \n\n**C.\nMaterial Contracts.**\n\n \n\nWe\nhave not entered into any material contracts other than in the ordinary course of business and other than those described in this Annual\nReport.\n\n \n\n**D.\nExchange controls.**\n\n \n\nThere\nis no exchange control regulations or currency restrictions in effect in the Cayman Islands.\n\n \n\n**E.\nTaxation.**\n\n \n\n*The\nfollowing are material Cayman Islands tax, Singapore tax and U.S. federal income tax considerations relevant to an investment in our\nShares. This discussion does not address all of the tax consequences relating to an investment in the Ordinary Shares, such as the tax\nconsequences under U.S. state and local tax laws or under the tax laws of jurisdictions other than the Cayman Islands, Singapore and\nthe United. Potential investors should consult their own tax advisers regarding the overall tax consequences arising in an investor’s\nparticular situation under U.S. federal, state, local or foreign law of the ownership or disposal of the Ordinary Shares*\n\n \n\n**Cayman\nIslands Tax Considerations**\n\n \n\nThe\nCayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains, or appreciation and there\nis no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government\nof the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within\nthe jurisdiction of the Cayman Islands. The Cayman Islands is a party to a double tax treaty entered with the United Kingdom in 2010\nbut is otherwise is not party to any double tax treaties that are applicable to any payments made to or by our company. There are no\nexchange control regulations or currency restrictions in the Cayman Islands.\n\n \n\nPayments\nof the dividends and capital in respect of our Shares will not be subject to taxation in the Cayman Islands and no withholding will be\nrequired on the payment of a dividend or capital to any holder of our Shares, nor will gains derived from the disposal of our Shares\nbe subject to Cayman Islands income or corporation tax.\n\n \n\nNo\nstamp duty is payable in the Cayman Islands in respect of the issue of our Shares or on an instrument of transfer in respect of our Shares,\nso long as the instrument of transfer is not executed in, brought to, or produced before a court of the Cayman Islands.\n\n \n\n**Certain\nSingapore Tax Considerations**\n\n** **\n\n**Dividend\nDistributions**\n\n** **\n\nAll\nSingapore-tax resident companies are currently under the one-tier corporate tax system, or one-tier system.\n\n \n\nUnder\nthe one-tier system, the income tax paid by a tax resident company is a final tax and its distributable profits can be distributed to\nshareholders as tax exempt (one-tier) dividends. Such dividends are tax exempt in the hands of a shareholder, regardless of the tax residence\nstatus, shareholding level or legal form of the shareholder.\n\n \n\nAccordingly,\ndividends received in respect of the ordinary shares by either a resident or non-resident of Singapore are not subject to Singapore income\ntax (whether by withholding or otherwise), on the basis that we are a tax resident of Singapore and under the one-tier system.\n\n \n\nForeign\nshareholders are advised to consult their own tax advisers to take into account the tax laws of their respective countries of residence\nand the existence of any agreement for the avoidance of double taxation which their country of residence may have with Singapore.\n\n \n\n**Corporate\nIncome Tax**\n\n \n\nA\nSingapore tax resident corporate taxpayer is subject to Singapore income tax on:\n\n \n\n \n●\nincome\naccrued in or derived from Singapore; and\n\n \n●\nforeign\nsourced income received or deemed received in Singapore, unless otherwise exempted.\n\n \n\n50\n\n \n\n \n\nForeign-sourced\nincome is deemed to be received in Singapore when it is:\n\n \n\n \n(a)\nremitted\nto, transmitted or brought into Singapore;\n\n \n(b)\nused\nto pay off any debt incurred in respect of a trade or business carried on in Singapore; or\n\n \n(c)\nused\nto purchase any movable property brought into Singapore.\n\n \n\nForeign\nincome in the form of branch profits, dividends and service fee income (“**specified foreign income**”) received or deemed\nreceived in Singapore by a Singapore tax resident corporate taxpayer are exempted from Singapore tax provided that the following qualifying\nconditions are met:\n\n \n\n \n(a)\nsuch\nincome is subject to tax of a similar character to income tax (by whatever name called) under the law of the territory from which\nsuch income is received;\n\n \n(b)\nat\nthe time such income is received in Singapore by the person resident in Singapore, the highest rate of tax of a similar character\nto income tax (by whatever name called) levied under the law of the territory from which such income is received on any gains or\nprofits from any trade or business carried on by any company in that territory at that time is at least 15.0%; and\n\n \n(c)\nthe\nComptroller of Income Tax (“**the Comptroller**”) is satisfied that the tax exemption would be beneficial to the person\nresident in Singapore who is receiving or deemed to be receiving the specified foreign income.\n\n \n\nA\nnon-Singapore tax resident corporate taxpayer, subject to certain exceptions, is subject to Singapore income tax on income accrued in\nor derived from Singapore, and on foreign income received or deemed received in Singapore.\n\n \n\nA\ncompany is regarded as tax resident in Singapore if the control and management of the company’s business is exercised in Singapore.\nControl and management is defined as the making of decisions on strategic matters, such as those concerning the company’s policy\nand strategy. Generally, the location of the company’s board of directors meetings where strategic decisions are made determines\nwhere the control and management is exercised. However, under certain scenarios, holding board meetings in Singapore may not be sufficient\nand other factors will be considered to determine if the control and management of the business is indeed exercised in Singapore.\n\n \n\nThe\nprevailing corporate tax rate in Singapore is 17.0%.\n\n \n\nWith\neffect from year of assessment 2020, the partial tax exemption scheme will be limited to the first S$200,000 (instead of S$300,000 previously)\nof the normal chargeable income – 75.0% of the first S$10,000 and 50.0% of the next S$190,000. The remaining chargeable income\nthat exceeds S$200,000 will be fully taxable at the prevailing corporate tax rate.\n\n \n\n**Capital\nGains**\n\n \n\nAny\ngains considered to be in the nature of capital made from the sale of the Shares will not be taxable in Singapore to the extent that\nthey do not fall within the ambit of the new Section 10L of the ITA, which will come into effect on 1 January 2024. However, any gains\nderived by any person from the sale of the Shares which are gains from any trade, business, profession or vocation carried on by that\nperson, if accruing in or derived from Singapore, may be taxable as such gains are considered revenue in nature.\n\n \n\nUnder\nSection 10L of the Income Tax Act 1947, gains received in Singapore by an entity of a relevant group from the sale or disposal of any\nmovable or immovable property outside Singapore will be treated as income chargeable to tax under Section 10(1)(g) of the ITA under certain\ncircumstances. The foreign-sourced disposal gains will be subject to tax if the entity does not have adequate economic substance in Singapore\nand the sale or disposal of the foreign asset occurs on or after 1 January 2024. An entity is a member of a group of entities if its\nassets, liabilities, income, expenses and cash flows are (a) included in the consolidated financial statements of the parent entity of\nthe group; or (b) excluded from the consolidated financial statements of the parent entity of the group solely on size or materiality\ngrounds or on the grounds that the entity is held for sale. A group is a relevant group if (a) the entities of the group are not all\nincorporated, registered or established in Singapore; or (b) any entity of the group has a place of business outside Singapore.\n\n \n\nInvestors\nare advised to consult their own tax advisors on the applicable tax treatment if they received gains in Singapore from the disposal of\nthe Shares.\n\n \n\nHolders\nof the Shares who apply or who are required to apply Financial Reporting Standard (“**FRS**”) 39, FRS 109 or Singapore\nFinancial Reporting Standard (International) 9 (“**SFRS(I) 9**”) (as the case may be), for Singapore income tax purposes\nmay be required to recognize gains or losses (not being gains or losses in the nature of capital) on the Shares, irrespective of disposal,\nin accordance with FRS 39 or FRS 109 or SFRS(I) 9 (as the case may be).\n\n \n\n51\n\n \n\n \n\n**Material\nUnited States Federal Income Tax Considerations**\n\n \n\nThe\nfollowing discussion is a summary of U.S. federal income tax considerations generally applicable to U.S. Holders (as defined below) of\nthe ownership and disposition of our Shares. This summary applies only to U.S. Holders that hold our Shares as capital assets (generally,\nproperty held for investment) and that have the U.S. dollar as their functional currency. This summary is based on U.S. tax laws in effect\nas of the date of this prospectus, on U.S. Treasury regulations in effect or, in some cases, proposed as of the date of this prospectus,\nand judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject\nto change, which could apply retroactively and could affect the tax consequences described below. No ruling has been sought from the\nInternal Revenue Service (“**IRS**”) with respect to any U.S. federal income tax considerations described below, and there\ncan be no assurance that the IRS or a court will not take a contrary position. Moreover, this summary does not address the U.S. federal\nestate, gift, backup withholding, and alternative minimum tax considerations, or any state, local, and non-U.S. tax considerations, relating\nto the ownership and disposition of our Shares. The following summary does not address all aspects of U.S. federal income taxation that\nmay be important to particular investors in light of their individual circumstances or to persons in special tax situations such as:\n\n \n\n \n●\nfinancial\ninstitutions or financial services entities;\n\n \n●\nunderwriters;\n\n \n●\ninsurance\ncompanies;\n\n \n●\npension\nplans;\n\n \n●\ncooperatives;\n\n \n●\nregulated\ninvestment companies;\n\n \n●\nreal\nestate investment trusts;\n\n \n●\ngrantor\ntrusts;\n\n \n●\nbroker-dealers;\n\n \n●\ntraders\nthat elect to use a mark-to-market method of accounting;\n\n \n●\ngovernments\nor agencies or instrumentalities thereof;\n\n \n●\ncertain\nformer U.S. citizens or long-term residents;\n\n \n●\ntax-exempt\nentities (including private foundations);\n\n \n●\npersons\nliable for alternative minimum tax;\n\n \n●\npersons\nholding stock as part of a straddle, hedging, conversion or other integrated transaction;\n\n \n●\npersons\nwhose functional currency is not the U.S. dollar;\n\n \n●\npassive\nforeign investment companies;\n\n \n●\ncontrolled\nforeign corporations;\n\n \n●\nthe\nCompany’s officers or directors;\n\n \n●\nholders\nwho are not U.S. Holders;\n\n \n●\npersons\nthat actually or constructively own 5% or more of the total combined voting power of all classes of our voting stock; or\n\n \n●\npartnerships\nor other entities taxable as partnerships for U.S. federal income tax purposes, or persons holding Shares through such entities.\n\n \n\nFor\npurposes of this discussion, a “U.S. Holder” is a beneficial owner of our Shares that is, for U.S. federal income tax purposes:\n\n \n\n \n●\nan\nindividual who is a citizen or resident of the United States;\n\n \n●\na\ncorporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in the United States\nor under the laws of the United States, any state thereof or the District of Columbia;\n\n \n●\nan\nestate, the income of which is subject to U.S. federal income taxation regardless of its source; or\n\n \n●\na\ntrust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons\nfor all substantial decisions, or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as\na U.S. person.\n\n \n\nIf\na partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of our Shares, the\ntax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership.\nPartnerships holding our Shares and their partners are urged to consult their tax advisors regarding an investment in our Shares.\n\n \n\n52\n\n \n\n \n\n**PERSONS\nCONSIDERING AN INVESTMENT IN OUR SHARES SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES APPLICABLE TO THEM\nRELATING TO THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR SHARES INCLUDING THE APPLICABILITY OF U.S. FEDERAL, STATE AND LOCAL TAX LAWS\nAND NON-U.S. TAX LAWS.**\n\n** **\n\n**Taxation\nof Dividends and Other Distributions on Our Shares**\n\n \n\nAs\ndiscussed under “*Dividend Policy*” above, we do not anticipate that any dividends will be paid in the foreseeable future.\nSubject to the PFIC rules discussed below, a U.S. Holder generally will be required to include in gross income, in accordance with such\nU.S. Holder’s method of accounting for United States federal income tax purposes, as dividends the amount of any distribution paid\non the Shares to the extent the distribution is paid out of our current or accumulated earnings and profits (as determined under United\nStates federal income tax principles). Such dividends paid by us will be taxable to a corporate U.S. Holder as dividend income and will\nnot be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from\nother domestic corporations. Dividends received by certain non-corporate U.S. Holders (including individuals) may be “qualified\ndividend income,” which is taxed at the lower capital gains rate, provided that our Shares are readily tradable on an established\nsecurities market in the United States and the U.S. Holder satisfies certain holding periods and other requirements. In this regard,\nShares generally are considered to be readily tradable on an established securities market in the United States if they are listed on\nNasdaq, as our Shares are expected to be.\n\n \n\nDistributions\nin excess of such earnings and profits generally will be applied against and reduce the U.S. Holder’s basis in its Shares (but\nnot below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such Shares. In the\nevent that we do not maintain calculations of our earnings and profits under United States federal income tax principles, a U.S. Holder\nshould expect that all cash distributions will be reported as dividends for United States federal income tax purposes. U.S. Holders should\nconsult their own tax advisors regarding the availability of the lower rate for any cash dividends paid with respect to our Shares.\n\n \n\nDividends\nwill generally be treated as income from foreign sources for U.S. foreign tax credit purposes and will generally constitute passive category\nincome. Depending on the U.S. Holder’s individual facts and circumstances, a U.S. Holder may be eligible, subject to a number of\ncomplex limitations, to claim a foreign tax credit not in excess of any applicable treaty rate in respect of any foreign withholding\ntaxes imposed on dividends received on our Shares. A U.S. Holder who does not elect to claim a foreign tax credit for foreign tax withheld\nmay instead claim a deduction, for U.S. federal income tax purposes, in respect of such withholding, but only for a year in which such\nU.S. Holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex and their\noutcome depends in large part on the U.S. Holder’s individual facts and circumstances. Accordingly, U.S.Holders are urged to consult\ntheir tax advisors regarding the availability of the foreign tax credit under their particular circumstances.\n\n \n\n**Taxation\nof Sale or Other Disposition of Our Shares**\n\n** **\n\nSubject\nto the discussion below under “Passive Foreign Investment Company Rules,” a U.S. Holder will generally recognize capital\ngain or loss upon the sale or other disposition of our Shares in an amount equal to the difference between the amount realized upon the\ndisposition and the U.S. Holder’s adjusted tax basis in such Shares. Any capital gain or loss will be long term if the Shares have\nbeen held for more than one year and will generally be U.S.-source gain or loss for U.S. foreign tax credit purposes. Long-term capital\ngains of non-corporate taxpayers are currently eligible for reduced rates of taxation. The deductibility of a capital loss may be subject\nto limitations. U.S. Holders are urged to consult their tax advisors regarding the tax consequences if a foreign tax is imposed on a\ndisposition of our Shares, including the availability of the foreign tax credit under their particular circumstances.\n\n \n\n53\n\n \n\n \n\n**Passive\nForeign Investment Company Rules**\n\n \n\nA\nnon-U.S. corporation, such as our company, will be classified as a PFIC, for U.S. federal income tax purposes for any taxable year, if\neither (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more\nof the value of its assets (determined on the basis of a quarterly average) during such year is attributable to assets that produce or\nare held for the production of passive income. For this purpose, cash and cash equivalents are categorized as passive assets and the\ncompany’s goodwill and other unbooked intangibles are taken into account as non-passive assets. Passive income generally includes,\namong other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets. We will be treated as owning\na proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly\nor indirectly, more than 25% (by value) of the stock.\n\n \n\nNo\nassurance can be given as to whether we may be or may become a PFIC, as this is a factual determination made annually that will depend,\nin part, upon the composition of our income and assets. Furthermore, the composition of our income and assets may also be affected by\nhow, and how quickly, we use our liquid assets and the cash raised in our IPO. Under circumstances where our revenue from activities\nthat produce passive income significantly increase relative to our revenue from activities that produce non-passive income, or where\nwe determine not to deploy significant amounts of cash for active purposes, our risk of becoming classified as a PFIC may substantially\nincrease. In addition, because there are uncertainties in the application of the relevant rules, it is possible that the IRS may challenge\nour classification of certain income and assets as non-passive or our valuation of our tangible and intangible assets, each of which\nmay result in our becoming a PFIC for the current or subsequent taxable years. If we were classified as a PFIC for any year during which\na U.S. Holder held our Shares, we generally would continue to be treated as a PFIC for all succeeding years during which such U.S. Holder\nheld our Shares even if we cease to be a PFIC in subsequent years, unless certain elections are made. Our U.S. counsel expresses no opinion\nwith respect to our PFIC status for any taxable year.\n\n \n\nIf\nwe are classified as a PFIC for any taxable year during which a U.S. Holder holds our Shares, and unless the U.S. Holder makes a mark-to-market\nelection (as described below), the U.S. Holder will generally be subject to special tax rules that have a penalizing effect, regardless\nof whether we remain a PFIC, on (i) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid\nduring a taxable year to a U.S. Holder that is greater than 125 percent of the average annual distributions paid in the three preceding\ntaxable years or, if shorter, the U.S. Holder’s holding period for the Shares), and (ii) any gain realized on the sale or other\ndisposition of Shares. Under these rules,\n\n \n\n \n●\nthe\nU.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Shares;\n\n \n●\nthe\namount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable\nyear in which we are classified as a PFIC (each, a “pre-PFIC year”), will be taxable as ordinary income;\n\n \n●\nthe\namount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect\nfor individuals or corporations, as appropriate, for that year; and\n\n \n●\nan\nadditional tax equal to the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable\nto each prior taxable year, other than a pre-PFIC year, of the U.S. Holder.\n\n \n\nIf\nwe are treated as a PFIC for any taxable year during which a U.S. Holder holds our Shares, or if any of our subsidiaries is also a PFIC,\nsuch U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of any lower-tier PFICs for purposes of the\napplication of these rules. U.S. Holders are urged to consult their tax advisors regarding the application of the PFIC rules to any of\nour subsidiaries.\n\n \n\nAs\nan alternative to the foregoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election with\nrespect to such stock, provided that such stock is “regularly traded” within the meaning of applicable U.S. Treasury regulations.\nIf our Shares qualify as being regularly traded, and an election is made, the U.S. Holder will generally (i) include as ordinary income\nfor each taxable year that we are a PFIC the excess, if any, of the fair market value of Shares held at the end of the taxable year over\nthe adjusted tax basis of such Shares and (ii) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of the Shares\nover the fair market value of such Shares held at the end of the taxable year, but such deduction will only be allowed to the extent\nof the amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in\nthe Shares would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes a mark-to-market\nelection in respect of a corporation classified as a PFIC and such corporation ceases to be classified as a PFIC, the U.S. Holder will\nnot be required to take into account the gain or loss described above during any period that such corporation is not classified as a\nPFIC. If a U.S. Holder makes a mark-to-market election, any gain such U.S. Holder recognizes upon the sale or other disposition of our\nShares in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but such loss will\nonly be treated as ordinary loss to the extent of the net amount previously included in income as a result of the mark-to-market election.\n\n \n\n54\n\n \n\n \n\nBecause\na mark-to-market election cannot be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the PFIC\nrules with respect to such U.S. Holder’s indirect interest in any investments held by us that are treated as an equity interest\nin a PFIC for U.S. federal income tax purposes.\n\n \n\nFurthermore,\nas an alternative to the foregoing rules, a U.S. Holder that owns stock of a PFIC generally may make a “qualified electing fund”\nelection regarding such corporation to elect out of the PFIC rules described above regarding excess distributions and recognized gains.\nHowever, we do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections which, if available,\nwould result in tax treatment different from the general tax treatment for PFICs described above.\n\n \n\nIf\na U.S. Holder owns our Shares during any taxable year that we are a PFIC, the U.S. Holder must generally file an annual IRS Form 8621\nand provide such other information as may be required by the U.S. Treasury Department, whether or not a mark-to-market election is or\nhas been made. If we are or become a PFIC, you should consult your tax advisor regarding any reporting requirements that may apply to\nyou.\n\n \n\nYou\nshould consult your tax advisors regarding how the PFIC rules apply to your investment in our Shares.\n\n \n\n**Information\nReporting and Backup Withholding**\n\n** **\n\nCertain\nU.S. Holders are required to report information to the IRS relating to an interest in “specified foreign financial assets,”\nincluding shares issued by a non-United States corporation, for any year in which the aggregate value of all specified foreign financial\nassets exceeds $50,000 (or a higher dollar amount prescribed by the IRS), subject to certain exceptions (including an exception for shares\nheld in custodial accounts maintained with a U.S. financial institution). These rules also impose penalties if a U.S. Holder is required\nto submit such information to the IRS and fails to do so.\n\n \n\nIn\naddition, dividend payments with respect to our Shares and proceeds from the sale, exchange or redemption of our Shares may be subject\nto additional information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a\nU.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification on IRS Form W-9 or who\nis otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such\ncertification on IRS Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information\nreporting and backup withholding rules.\n\n \n\nBackup\nwithholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability,\nand you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund\nwith the IRS and furnishing any required information. We do not intend to withhold taxes for individual Shareholders. However, transactions\neffected through certain brokers or other intermediaries may be subject to withholding taxes (including backup withholding), and such\nbrokers or intermediaries may be required by law to withhold such taxes.\n\n \n\n**IT\nIS NOT TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR U.S. FEDERAL, STATE, LOCAL AND\nNON-U.S. TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF OUR ORDINARY SHARES, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE\nIN APPLICABLE LAWS.**\n\n \n\n**F.\nDividends and paying agents.**\n\n \n\nNot\napplicable.\n\n \n\n55\n\n \n\n \n\n**G.\nStatement by experts.**\n\n \n\nNot\napplicable.\n\n \n\n**H.\nDocuments on display.**\n\n \n\nWe\nare subject to the periodic reporting and other informational requirements of the Exchange Act. Under the Exchange Act, we are required\nto file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F no later than four months\nafter the close of each fiscal year and submit other information under cover of Form 6-K. Annual Reports and other information we file\nwith the SEC may be inspected at the public reference facilities maintained by the SEC at Room 1024, 100 F. Street, N.E., Washington,\nD.C. 20549, and copies of all or any part thereof may be obtained from such offices upon payment of the prescribed fees. You may call\nthe SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms and you can request copies of the documents\nupon payment of a duplicating fee, by writing to the SEC. In addition, the SEC maintains a web site that contains reports and other information\nregarding registrants (including us) that file electronically with the SEC which can be accessed at *www.sec.gov*.\n\n \n\nOur\nInternet website is *https://www.fastrack-group.com*. We make our Annual Reports on Form 20-F and any amendments\nto such reports available free of charge on our website as soon as reasonably practicable following the electronic filing of each report\nwith the SEC. In addition, we provide copies of our filings free of charge upon request. The information contained on our website is\nnot part of this or any other report filed with or furnished to the SEC.\n\n \n\nAs\na foreign private issuer, we are exempt from the proxy requirements of Section 14 of the Exchange Act and our officers, directors and\nprincipal shareholders will be exempt from the insider short-swing disclosure and profit recovery rules of Section 16 of the Exchange\nAct.\n\n \n\n**I.\nSubsidiary Information**\n\n \n\nSee"}