SEC Comment Letter 0000000000-24-008807 to Fast Track Group (FTRK) (CIK 0002027262) (FTRK)
Fast Track Group (FTRK) (CIK 0002027262)
Date: Aug. 1, 2024 · CIK: 0002027262 · Accession: 0000000000-24-008807
AI Filing Summary & Sentiment
Show Raw Text
August 1, 2024
Lim Sin Foo Harris
Chief Executive Officer
Fast Track Group
12 Mohamed Sultan Road
#04-01, Singapore 238961
Re:Fast Track Group
Draft Registration Statement on Form F-1
Submitted July 8, 2024
CIK No. 0002027262
Dear Lim Sin Foo Harris:
We have reviewed your draft registration statement and have the following comments.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1
Cover Page
1.We note your disclosure that following the offering Mr. Lim Sin Foo, Harris will own a
majority of the voting power of the company and that the company will be a "controlled
company." If true, please also revise the cover page to disclose that Mr. Lim Sin Foo,
Harris will have the ability to determine all matters requiring approval by stockholders.
Prospectus Summary, page 7
2.We note that your auditor's report related to your audited financial statements for the
fiscal year ending February 29, 2024 contains a going concern qualification. Please revise
to include a section discussing this qualification and the company's working capital
deficits and negative cash flows. Additionally, we note that the included audited financial
statements disclose a large related-party liability. Please revise to discuss this liability and
the material terms and conditions of this related-party advance.
August 1, 2024
Page 2
Our business depends on relationships between key agents, managers and artistes ..., page 15
3.We note your risk factor disclosure that your business is "uniquely dependent on personal
relationships, as our officers or other key personnel need to leverage on their existing
network of relationships with artistes." And your statement, "[d]ue to the importance of
those industry contacts to our Live Entertainment and Agency business segments, any
adverse change in the aforesaid relationships or the loss of any of our officers or other key
personnel could affect these business segments." Please augment your risk factor to
disclose whether you employ contractual protections to mitigate this risk. For example,
employment agreements with non-compete clauses or stand alone non-compete
agreements.
We are exposed to concentration risk of heavy reliance on our major customers, page 16
4.Please augment your risk factor to disclose that your major customers are related
parties. Please also revise the Prospectus Summary to disclose comparable information
regarding the company's reliance on certain major customers who are also related parties.
Use of Proceeds, page 33
5.We note that you have expressed your use of proceeds as percentage of proceeds. Please
revise to also state the approximate dollar amount of proceeds to be used for each
identified use of proceeds.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
37
6.We note that as part of your Industry Overview discussion you have provide a revenue
projection chart that states "[d]ata reflects market impact of the Russia-Ukraine war." As
it appears that the war has had an impact on your market, please describe the direct or
indirect impacts of Russia’s invasion of Ukraine on your business. Also, please clarify
whether inflation has had or is expected to have a material impact on your operations and
results. In addition, please tell us what consideration you have given to including a risk
factor specific to the impact of inflation or the Russia-Ukraine war on your business.
Industry Overview, page 47
7.We note that you have provided a chart concerning revenue projections for the music
events market in the Southeast Asian region. In an appropriate place in your discussion of
the revenue projections for the music events market in the Southeast Asian region, please
define the term Southeast Asian region as used in the chart. In this regard, we note your
disclosure that you are currently focusing your "business in Singapore, Malaysia,
Indonesia, and Australia." To the extent that the term "Southeast Asian region" as used by
Statista Market Insight in their chart is different from your market, please provide
disclosure explaining the relevance of the chart to your market.
Korea Region:, page 47
We note your discussion of the "strategic importance of the Korean content industry in the
broader context of global entertainment and cultural exchange." We note that you have
disclosed elsewhere that you have promoted several Korean artists in your market. Please 8.
August 1, 2024
Page 3
revise your disclosure to explain how this disclosure in your industry discussion about
Korean content industry affects or shapes your industry in your market.
Major Suppliers and Subcontractors, page 65
9.Reference the table of Suppliers/Contracts. Please advise why the amounts paid to
supplier and contractors is reflected as Revenue for the years ended February 29, 2024
and February 28, 2023, and revise your disclosure accordingly. For note (2), please
explain why Vendor D is disclosed as a customer and revise as necessary.
Related Party Transactions, page 80
10.It appears that a significant portion of your 2024 revenues were from two related
party entities. Disclose whether the transactions and agreements with related parties were
comparable to terms you could have obtained from unaffiliated third parties.
11.Please refer to the Agency Service Provided section. Please revise to discuss in greater
detail the event consultant services provided to each related party entity. Please also
revise to discuss the pricing of such services and whether there were written agreements
associated with each transaction. To the extent there were written agreements, please file
them as exhibits. Refer to Item 601(b)(10) of Regulation S-K.
Notes to Consolidated Financial Statements, page F-4
12.Please revise to separately state amounts of related party transactions on the face of the
balance sheet, statement of comprehensive income, or statement of cash flows. Refer to
Rule 4-08(k) of Regulation S-X. In this regard, we note disclosure in note 10 to the
financial statements that a substantial majority of your revenue was earned from related
parties.
Note 10. Related party transactions and balances, page F-16
13.Please explain your rationale for accounting for the waiver of debt due to your director
and CEO Lim Sin Foo, Harris for business working purposes as Other income instead of
as a capital contribution within shareholders' deficit. Please refer to Codification of Staff
Accounting Bulletins Topic 5:T.
General
14.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of the
communications.
August 1, 2024
Page 4
Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services