13D Filings
Track Group, Inc.
TRCK
Amendment
Ownership

39.67%

Total Shares

4,706,579

Issuer CIK

1045942

CUSIP

81373R109

Event Date

Nov 5, 2024

Accepted

Dec 26, 2024, 04:15 PM

Reporting Persons (5)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
ETS Ltd
CO
39.67%4,706,5794,706,5790
ADS Securities LLC
CO
39.67%4,706,5794,706,5790
ADS Holding LLC
CO
39.67%4,706,5794,706,5790
ADQ Financial Services LLC
CO
39.67%4,706,5794,706,5790
Abu Dhabi Developmental Holding Company PJSC
CO
39.67%4,706,5794,706,5790
Disclosure Items (7)

Security Title

Common Stock, par value $0.0001 per share

Issuer Name

Track Group, Inc.

Issuer Address

Head of Legal CI Tower, Abu Dhabi, C0, 93894

Filing Persons

Item 2 of the Original Schedule 13D is hereby amended and supplemented as follows: This Schedule 13D is being filed pursuant to Rule 13d-1 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by the persons listed in (1) to (5) below (the "Reporting Persons"): (1) ETS Limited ("ETS Limited") is an exempted limited company incorporated under the laws of the Cayman Islands. The address of ETS Limited's principal executive office is c/o Mourant Ozannes Corporate Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands. ETS Limited is a holding company whose sole investment is its interest in the Issuer. ETS Limited is a wholly-owned subsidiary of ADS Securities LLC. (2) ADS Securities LLC ("ADS Securities") is a limited liability company incorporated under the laws of the United Arab Emirates. The address of its principal executive office is CI Tower, Corniche Road, Abu Dhabi, United Arab Emirates. ADS Securities provides foreign exchange, bullion and commodities trading solutions to institutional and private investors. ADS Holding LLC owns 100% of the outstanding shares of ADS Securities. (3) ADS Holding LLC ("ADS Holding") is a limited liability company incorporated under the laws of the United Arab Emirates. The address of its principal executive office is CI Tower, Corniche Road, Abu Dhabi, United Arab Emirates. ADS Holding is a holding company whose sole investments are its interests in ADS Securities and ADS Securities London Limited, a company incorporated under the laws of England and Wales. The controlling shareholder of ADS Holding, ADQ Financial Services LLC, holds 100% of its outstanding shares. (4) ADQ Financial Services LLC ("ADQ Financial") is an Abu Dhabi-based indirect wholly owned subsidiary of Abu Dhabi Developmental Holding Company PJSC whose principal business is serving as a holding company for investments in the financial services sector made by ADQ (defined below). The address of its principal executive office is 10th Floor, Al Khaleej Al Arabi Street, Abu Dhabi, United Arab Emirates. (5) Abu Dhabi Developmental Holding Company PJSC ("ADQ") is an Abu Dhabi-based investment and holding company that is indirectly wholly owned by the Government of the Emirate of Abu Dhabi. The address of its principal executive office is 10th Floor, Al Khaleej Al Arabi Street, Abu Dhabi, United Arab Emirates. The names and other required information of the Board of Directors of ADQ are set forth below. The name, principal occupation and citizenship of each director of ETS Limited (collectively, the "ETS Limited Directors"), each director of ADS Securities (collectively, the "ADS Securities Directors"), each director of ADS Holding (collectively, the "ADS Holding Directors"), each member of ADQ's board of directors (collectively, the "ADQ Directors"), and each member of ADQ's executive officers (collectively, the "ADQ Officers" and, together with the ETS Limited Directors, ADS Securities Directors, the ADS Holding Directors, and the ADQ Directors, the "Item 2 Directors and Officers") is set forth in Exhibit C. Karim Sehnaoui, a director of ETS Limited, may be deemed to beneficially own 388,421 Common Shares. None of the other Item 2 Directors and Officers beneficially owns any securities of the Issuer.

Business Address

The response to Item 2(a) of this Amendment No. 5 is incorporated by reference herein.

Principal Occupation

The response to Item 2(a) of this Amendment No. 5 is incorporated by reference herein.

Convictions

During the last five years, none of the Reporting Persons (nor to the knowledge of the Reporting Persons, any of the Item 2 Directors and Officers) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows: The response to Item 4 of this Amendment No. 5 is incorporated by reference herein.

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows: On November 6, 2024, ADQ Financial acquired 100% of the outstanding shares of ADS Holding from Mahmood Ebraheem Al Mahmood and became the controlling shareholder of ADS Holding. The consideration for the transaction was the conversion of a $230 million convertible term loan granted to ADS Holding (as Borrower) by ADQ Financing RSC Limited (as Lender).

Transactions

Item 5(c) of the Original Schedule 13D is hereby amended and supplemented as follows: The response to Item 4 of this Amendment No. 5 is incorporated by reference herein.

Date of 5% Ownership

Item 5(e) of the Original Schedule 13D is hereby amended and supplemented as follows: As of November 6, 2024, Mr. Mahmood Ebraheem Al Mahmood is no longer deemed the beneficial owner of any securities of the Issuer.

No material changes.

Item 7 of the Original Schedule 13D is hereby amended and supplemented as follows: Exhibit B: Joint Filing Agreement Exhibit C: Item 2 Information