STOCK TITAN

Fast Track Group (Nasdaq: FTRK) moves to OTC after Nasdaq suspension

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Fast Track Group (FTRK) reports shareholder approval of several capital and governance changes at its August 17, 2026 extraordinary general meeting. Shareholders approved a 1-for-20 Reverse Share Split, consolidating every 20 Ordinary Shares of US$0.001 par value into 1 Ordinary Share of US$0.02 par value and changing authorized capital from 50,000,000 to 2,500,000 shares.

The authorized share capital is being redesignated into 2,400,000 Class A Ordinary Shares and 100,000 Class B Ordinary Shares following approval of a new second amended and restated memorandum and articles of association. Shareholders also authorized the board to manage fractional entitlements and complete related filings. Trading of Fast Track Group’s securities on Nasdaq has been suspended from August 18, 2026 for failure to regain compliance with Nasdaq Listing Rule 5550(a)(2); during the hearing process, its Class A Ordinary Shares are eligible to trade on the OTC Markets under ticker “FTRKF.”

Positive

  • None.

Negative

  • Nasdaq trading suspended for failure to regain compliance with Nasdaq Listing Rule 5550(a)(2), with shares moving to OTC Markets during the hearing process.

Filing Explained

The second amended memorandum and articles of association became effective on August 17, 2026. The company expects to file it with the Cayman Islands Registrar of Companies within 15 days of the extraordinary meeting; the approved capital changes therefore have an effective governing document, but the stated filing step remains pending.

Reverse Share Split ratio 1:20 Every twenty Ordinary Shares of US$0.001 par value consolidated into one Ordinary Share of US$0.02 par value
Authorized shares before split 50,000,000 shares Authorized share capital of US$50,000 divided into Ordinary Shares of US$0.001 each before Reverse Share Split
Authorized shares after split 2,500,000 shares Authorized share capital of US$50,000 divided into Ordinary Shares of US$0.02 each after Reverse Share Split
Class A authorized shares 2,400,000 shares Post-Redesignation authorized Class A Shares of nominal or par value US$0.02 each
Class B authorized shares 100,000 shares Post-Redesignation authorized Class B Shares of nominal or par value US$0.02 each
Votes For Reverse Share Split 15,558,300 Votes For Proposal 1, representing 99.819% of votes cast
Total votes cast on Proposal 1 15,586,523 Total votes cast on Reverse Share Split ordinary resolution
Filing of Amended MAA 15 days Company expects to file Amended MAA with Cayman Registrar within fifteen days of the EGM
Reverse Share Split financial
"shareholders voted to approve by ordinary resolution a reverse share split"
A reverse share split is when a company reduces the number of its shares outstanding by combining multiple shares into one, effectively increasing the price of each share. For investors, this can help improve the company's image or meet stock exchange listing requirements, but it does not change the total value of their investment. It’s similar to turning many small pieces of a puzzle into fewer larger pieces—nothing new is added or lost, just rearranged.
Redesignation financial
"collectively, the “Redesignation”"
Class A Ordinary Shares financial
"redesignated into 1,115,726 Class A Ordinary Shares of a nominal"
Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.
Class B Ordinary Shares financial
"and 100,000 Class B Ordinary Shares of a nominal"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
Nasdaq Listing Rule 5550(a)(2) regulatory
"due to failure to regain compliance with the Nasdaq Listing Rule 5550(a)(2)"
memorandum and articles of association regulatory
"adoption of the second amended and restated memorandum and articles of association"
Memorandum and articles of association are the founding legal documents of a company: the memorandum sets out the company’s basic purpose and scope, while the articles act as its internal rulebook detailing how the company is run, who has what powers, and how decisions are made. For investors these documents matter because they define ownership rights, voting rules, limits on activities, and procedures for major changes—like a contract and rulebook that determine how their investment can be used and protected.

FAQ

What capital change did Fast Track Group (FTRK) shareholders approve at the August 2026 EGM?

Shareholders approved a 1-for-20 Reverse Share Split, consolidating every 20 Ordinary Shares of US$0.001 par value into 1 Ordinary Share of US$0.02 par value, and changing authorized capital from 50,000,000 to 2,500,000 shares.

How did the share classes of Fast Track Group (FTRK) change after the Reverse Share Split?

Following the Reverse Share Split, authorized capital of US$50,000 is divided into 2,500,000 shares of US$0.02 each, comprising 2,400,000 Class A Shares and 100,000 Class B Shares, as set out in the new second amended and restated memorandum and articles of association.

What were the voting results for Fast Track Group’s (FTRK) Reverse Share Split proposal?

The Reverse Share Split received 15,558,300 votes For (99.819% of votes cast), 28,223 votes Against (0.181%), and no abstentions, with total votes cast of 15,586,523, indicating very strong shareholder support.

What happened to Fast Track Group’s (FTRK) Nasdaq listing in August 2026?

Trading of Fast Track Group’s securities on Nasdaq was suspended at the opening on August 18, 2026 due to failure to regain compliance with Nasdaq Listing Rule 5550(a)(2). The company has requested a hearing before the Nasdaq Hearings Panel.

Where can Fast Track Group’s (FTRK) shares trade while Nasdaq trading is suspended?

During the pendency of the Nasdaq hearing, Fast Track Group’s Class A Ordinary Shares are eligible to trade on the OTC Markets under the ticker symbol “FTRKF”, allowing continued secondary market trading despite the Nasdaq suspension.

What governance document did Fast Track Group (FTRK) adopt at the EGM?

Shareholders approved a second amended and restated memorandum and articles of association (Amended MAA) by special resolution, replacing the version adopted on 1 July 2024. The Amended MAA is effective as of the EGM date and will be filed in Cayman Islands.

What authority did Fast Track Group’s (FTRK) board receive regarding the Reverse Share Split?

Shareholders authorized the board by ordinary resolution to do all other acts and things it considers necessary or desirable in connection with the Reverse Share Split, the Redesignation, and adoption of the Amended MAA, including required filings with the Cayman Islands Registrar of Companies.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates

 

 

 

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 August 2026

 

Commission File Number: 001-42426

 

 

 

FAST TRACK GROUP

(Exact Name as Specified in its Charter)

 

 

 

600 North Bridge Road, Parkview Square #24-01

Singapore 188778

(Address of Principal Executive Offices)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of 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): ☐

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes ☐ No ☒

 

If “Yes” is marked, indicated below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.

 

 

 

 

 

 

As previously disclosed, on August 17, 2026, Fast Track Group (the “Company”) held its extraordinary shareholder general meeting (the “EGM”). The matters submitted to a vote at the EGM and the voting results of such matters are as follows:

 

Proposal 1: Shareholders voted to approve by ordinary resolution a reverse share split of the Company’s authorized issued and unissued Ordinary Shares by way of a consolidation at an exchange ratio of 1:20 such that (i) every twenty (20) issued and unissued Ordinary Shares of a nominal or par value of US$0.001 each in the capital of the Company will be consolidated into one (1) Ordinary Share of a nominal or par value of US$0.02 each and (ii) the authorized share capital of the Company will be changed FROM US$50,000 divided into 50,000,000 Ordinary Shares of a nominal or par value of US$0.001 each TO US$50,000 divided into 2,500,000 Ordinary Shares of a nominal or par value of US$0.02 each (the “Reverse Share Split”). The voting results were as follows:

 

   Votes   % of Votes Cast 
For   15,558,300    99.819%
Against   28,223    0.181%
Abstain (1)   0    N/A 
Total Votes Cast   15,586,523    100.000%

 

(1)Abstentions are counted for purposes of establishing quorum but are not counted in determining the outcome of a proposal.

 

Proposal 2: Shareholders voted to approve by ordinary resolution, in respect of any fractional entitlements to the issued consolidated shares resulting from the Reverse Share Split, if so determined by the Directors in their sole discretion, the authorization of the Directors to settle as they consider expedient any difficulty which arises in relation to the Reverse Share Split, including but without prejudice to the generality of the foregoing capitalizing all or any part of any amount for the time being standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account, to the extent as permitted by the applicable laws) whether or not the same is available for distribution and applying such sum in paying up unissued Ordinary Shares to be issued to shareholders of the Company to round up any fractions of Ordinary Shares issued to or registered in the name of such shareholders of the Company following or as a result of the Reverse Share Split. The voting results were as follows:

 

   Votes   % of Votes Cast 
For   15,568,319    99.883%
Against   18,204    0.117%
Abstain (1)   0    N/A 
Total Votes Cast   15,586,523    100.000%

 

(1)Abstentions are counted for purposes of establishing quorum but are not counted in determining the outcome of a proposal.

 

Proposal 3: Following the approval of the Reverse Share Split, shareholders voted to approve by special resolution the redesignation of the Ordinary Shares of a nominal or par value of US$0.02 each in the capital of the Company as follows: (i) 1,115,726 issued Ordinary Shares of a nominal or par value of US$0.02 each, held by the existing shareholders of the Company be redesignated into 1,115,726 Class A Ordinary Shares of a nominal or par value of US$0.02 each, having the rights and being subject to the restrictions set out in the Amended MAA (as defined below), and (ii) 1,384,274 authorized but unissued Ordinary Shares of a nominal or par value of US$0.02 each in the capital of the Company be redesignated into 1,284,274 Class A Ordinary Shares of a nominal or par value of US$0.02 each and 100,000 Class B Ordinary Shares of a nominal or par value of US$0.02 each, having the rights and being subject to the restrictions set out in the Amended MAA. Accordingly, the authorized share capital of the Company will be changed FROM US$50,000 divided into 2,500,000 Ordinary Shares of a nominal or par value of US$0.02 each TO US$50,000 divided into 2,500,000 Ordinary Shares of nominal or par value of US$0.02 each, comprising 2,400,000 Class A Shares of nominal or par value of US$0.02 each and 100,000 Class B Shares of nominal or par value of US$0.02 each (collectively, the “Redesignation”). The voting results were as follows:

 

   Votes   % of Votes Cast 
For   15,560,313    99.832%
Against   26,200    0.168%
Abstain (1)   10    N/A 
Total Votes Cast   15,586,513    100.000%

 

(1)Abstentions are counted for purposes of establishing quorum but are not counted in determining the outcome of a proposal.

 

 

 

 

Proposal 4: Shareholders voted to approve by special resolution the adoption of the second amended and restated memorandum and articles of association (the “Amended MAA”), furnished as Exhibit 3.1 to this Report on Form 6-K, in replacement of the amended and restated memorandum and articles of association as adopted on 1 July 2024, subject to and conditional upon approval of the Reverse Share Split and the Redesignation (the “Amended MAA Proposal”). The voting results were as follows:

 

   Votes   % of Votes Cast 
For   15,550,314    99.832%
Against   26,200    0.168%
Abstain (1)   10,009    N/A 
Total Votes Cast   15,576,514    100.000%

 

(1)Abstentions are counted for purposes of establishing quorum but are not counted in determining the outcome of a proposal.

 

Proposal 5: Shareholders voted to approve by ordinary resolution the authorization of the board of directors to do all other acts and things as the board of directors considers necessary or desirable in connection with the Reverse Share Split, the Redesignation and the adoption of the Amended MAA, including without limitation, attending to the necessary filing with the Registrar of Companies in the Cayman Islands. The voting results were as follows:

 

   Votes   % of Votes Cast 
For   15,568,318    99.883%
Against   18,205    0.117%
Abstain (1)   0    N/A 
Total Votes Cast   15,586,523    100.000%

 

(1)Abstentions are counted for purposes of establishing quorum but are not counted in determining the outcome of a proposal.

 

The Amended MAA is effective as of the date of the EGM, and the Company expects to file the Amended MAA with the Registrar of Companies of the Cayman Islands within fifteen (15) days of the EGM.

 

Trading of the Company’s securities on the Nasdaq Capital Market (“Nasdaq”) has been suspended at the opening of business on August 18, 2026, as previously disclosed on August 17, 2026, due to failure to regain compliance with the Nasdaq Listing Rule 5550(a)(2). The Company has requested a hearing before the Hearings Panel. During the pendency of the hearing, the Company’s Class A Ordinary Shares are eligible to be traded on the OTC Markets under the ticker symbol “FTRKF.”

 

The following exhibit is being filed herewith:

 

Exhibit No.   Description of Exhibit
     
3.1   Second Amended and Restated Memorandum and Articles of Association

 

 

 

 

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.

 

Dated: August 18, 2026

 

  FAST TRACK GROUP
     
  By: /s/ Lim Sin Foo, Harris
  Name: Lim Sin Foo, Harris
  Title: Chief Executive Officer and Director

 

 

 

Filing Exhibits & Attachments

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