TechCreate Group (NYSE: TCGL) revises audit, compensation and nominations committees

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

20-F/A

Rhea-AI Filing Summary

TechCreate Group Ltd. filed an amended Form 20-F to correct clerical errors in its prior annual report regarding board committee composition. The amendment replaces and restates disclosures about directors and senior management and the membership of the audit, compensation, and nominations committees.

The audit committee now consists of Masayuki Tagai (chair), Ling Wee Seng, and Lim Heng Hai, with Tagai designated as an “audit committee financial expert.” The compensation committee comprises Ling Wee Seng (chair), Jim Northey, and Lim Heng Hai, while the nominations committee comprises Jim Northey (chair), In Weiyee, and Lim Heng Hai. As of December 31, 2025, the company had 17,859,750 Class A ordinary shares and 2,572,750 Class B ordinary shares outstanding.

The board has six directors, all male, and TechCreate is identified as a foreign private issuer with its principal executive office in Singapore. The amendment does not update any financial information or other sections of the original filing.

Key Figures

Class A shares outstanding: 17,859,750 shares Class B shares outstanding: 2,572,750 shares Total number of directors: 6 directors +2 more

5 metrics

Class A shares outstanding 17,859,750 shares As of December 31, 2025

Class B shares outstanding 2,572,750 shares As of December 31, 2025

Total number of directors 6 directors Board diversity matrix as of report date

Independent audit committee members 2 independent directors Masayuki Tagai and Ling Wee Seng meet NYSE American and Rule 10A-3 independence

Board gender breakdown 0 female, 6 male Board diversity matrix as of report date

Key Terms

foreign private issuer, emerging growth company, audit committee financial expert, fiduciary duties, +1 more

5 terms

foreign private issuer regulatory

"Board Diversity Matrix (As of the date of this annual report) ... Foreign Private Issuer | | Yes"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

emerging growth company regulatory

"See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

audit committee financial expert financial

"our board of directors has determined that Mr. Masayuki Tagai qualifies as an “audit committee financial expert” as defined under Item 16A"

A person on a company’s board who has deep knowledge of accounting, financial reporting and auditing, able to understand and question the books, controls and audit work like a trained mechanic inspecting an engine. Investors care because that expertise helps spot errors, weaknesses or misleading statements early, improving the likelihood that financial reports are accurate and reducing the risk of surprises that can hurt a company’s value.

fiduciary duties regulatory

"Under Cayman Islands law, our directors owe fiduciary duties to our company, including a duty of loyalty"

Fiduciary duties are the legal and ethical responsibilities that company directors, officers, or financial advisors have to put shareholders’ interests ahead of their own, acting with honesty, care, and loyalty. Think of it like a guardian managing someone’s money: choices must prioritize the owner’s benefit, avoid conflicts, and be made with prudent judgment; investors rely on these duties to ensure decisions aren’t self‑serving and to provide grounds for legal action if abused.

Designated Stock Exchange regulatory

"has been required by the Designated Stock Exchange (as defined in the amended and restated memorandum and articles of association)"

05/05/2026 - 07:24 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission File Number: 001-42865

TechCreate Group Ltd.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Cayman Islands

Jurisdiction of incorporation or organization

336 Smith Street, #06-303, New Bridge Centre

Singapore 050336

(Address of principal executive office)

Lim Heng Hai, Chief Executive Officer

336 Smith Street, #06-303, New Bridge Centre

Singapore 050336

+65 6936 6354

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered, pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Ordinary Shares, par value US$0.0002		TCGL		NYSE American

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of business covered by the annual report: 17,859,750 Class A Ordinary Shares, and 2,572,750 Class B Ordinary Shares, as of December 31, 2025.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☒ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐

Other ☐

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

EXPLANATORY NOTE

This Amendment No. 1 to the annual report on Form 20-F for the fiscal year ended December 31, 2025, originally filed with the Securities and Exchange Commission on April 29, 2026 (the “Original Filing”), is being filed solely to correct clerical errors in Item 6.A. “Directors and Senior Management” and Item 6.C, “Board Practices,” regarding the composition of the Company’s compensation committee and nominations committee.

In the Original Filing, the members and chairpersons of the compensation committee and nominations committee were inadvertently misstated. This Amendment No. 1 amends and restates the relevant disclosure in Item 6.A. and Item 6.C. to reflect the correct composition of such committees.

Except as described above, this Amendment No. 1 does not amend, update or otherwise modify any other information contained in the Original Filing. This Amendment No. 1 does not reflect events that may have occurred after the filing date of the Original Filing.

6.A. Directors and Senior Management (Amended and Restated)

The following table provides information regarding our executive officers and directors as of the date hereof:

Directors and Executive Officers	Age	Position/Title
Lim Heng Hai^(1)(2)(3)	47	Chairman of the Board, Chief Executive Officer
Ng Ling Soon	52	Director, Chief Information Officer
Ling Wee Seng⁽¹⁾⁽²⁾	64	Independent Director
Masayuki Tagai⁽¹⁾	64	Independent Director
Jim Northey⁽²⁾⁽³⁾	66	Independent Director
In Weiyee⁽³⁾	60	Independent Director
Sibil Thomas	47	Financial Controller cum Chief Accounting Officer

	(1) Member of the Audit Committee
	(2) Member of the Compensation Committee
	(3) Member of the Nomination Committee

Item 6.C. Board Practices (Amended and Restated)

Our board of directors is responsible for overseeing our business and affairs. Our directors are elected to serve until the expiration of their respective terms or until their successors are duly elected and qualified.

We have established an audit committee, a compensation committee and a nominations committee under our board of directors. Each committee operates pursuant to a written charter adopted by our board of directors.

Audit Committee

Our audit committee consists of Mr. Masayuki Tagai, Mr. Ling Wee Seng and Mr. Lim Heng Hai, and is chaired by Mr. Masayuki Tagai.

Mr. Masayuki Tagai and Mr. Ling Wee Seng satisfy the independence requirements of the NYSE American Company Guide and Rule 10A-3 under the Exchange Act. Our board of directors has determined that Mr. Masayuki Tagai qualifies as an “audit committee financial expert” as defined under Item 16A of Form 20-F.

The audit committee assists the board of directors in overseeing our accounting and financial reporting processes and the audits of our financial statements. Its responsibilities include, among other things:

	●	appointing, compensating and overseeing the work of our independent registered public accounting firm;

	●	reviewing and discussing with management and the independent registered public accounting firm our annual audited financial statements;

	●	reviewing the adequacy and effectiveness of our internal control over financial reporting;

	●	reviewing and approving related party transactions; and

	●	monitoring compliance with applicable laws and regulations.

Compensation Committee

Our compensation committee consists of Mr. Ling Wee Seng, Mr. Jim Northey and Mr. Lim Heng Hai, and is chaired by Mr. Ling Wee Seng.

Mr. Ling Wee Seng and Mr. Jim Northey satisfy the independence requirements of the NYSE American Company Guide.

The compensation committee assists the board of directors in reviewing and approving the compensation structure for our directors and executive officers. Its responsibilities include, among other things:

	●	reviewing and approving corporate goals and objectives relevant to the compensation of our executive officers;

	●	evaluating the performance of our executive officers in light of those goals and objectives;

	●	determining and approving the compensation of our executive officers;

	●	reviewing and recommending to the board of directors the compensation of our directors; and

	●	administering our share incentive plans and other equity-based compensation arrangements.

Nominations Committee

Our nominations committee consists of Mr. Jim Northey, Mr. In Weiyee and Mr. Lim Heng Hai, and is chaired by Mr. Jim Northey.

Mr. Jim Northey and Mr. In Weiyee satisfy the independence requirements of the NYSE American Company Guide.

The nominations committee assists the board of directors in identifying individuals qualified to become members of the board and recommending nominees for election or re-election. Its responsibilities include, among other things:

	●	identifying and recommending qualified candidates to serve as directors;

	●	evaluating the performance of the board of directors and its committees;

	●	developing and recommending corporate governance guidelines; and

	●	overseeing the evaluation of the board of directors and management.

Duties of Directors

Under Cayman Islands law, our directors owe fiduciary duties to our company, including a duty of loyalty, a duty to act honestly, and a duty to act in what they consider in good faith to be in our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also owe to our company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association, as amended and restated from time to time. Our company has the right to seek damages if a duty owed by our directors is breached. In limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached.

The functions and powers of our board of directors include, among others:

	●	convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings;

	●	declaring dividends and distributions;

	●	appointing officers and determining the term of office of officers;

	●	exercising the borrowing powers of our company and mortgaging the property of our company; and

	●	approving the transfer of shares of our company, including the registering of such shares in our share register.

Terms of Directors and Executive Officers

Each of our directors holds office until the expiration of his or her term, as may be provided in a written agreement with our Company, or until his or her resignation or until his or her office is otherwise vacated in accordance with our articles of association. All of our executive officers are appointed by and serve at the discretion of our board of directors. Our directors may be appointed or removed from office by an ordinary resolution of shareholders. A director will be removed from office automatically if, among other things, the director (i) resigns; (ii) dies; (iii) is declared to be of unsound mind and the board of directors resolves that his office be vacated; (iv) becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors generally; (v) is prohibited from being or ceases to be a director by operation of law; (vi) without special leave, is absent from meetings for three consecutive meetings, and the board of directors resolves that his office is vacated; (vii) has been required by the Designated Stock Exchange (as defined in the amended and restated memorandum and articles of association); or (viii) is removed from office by the requisite majority of the directors or otherwise pursuant to our amended and restated memorandum and articles of association then in effect. The remuneration of our directors may be determined by the board of directors or by ordinary resolution. There is no mandatory retirement age for directors.

Board Diversity

Board Diversity Matrix (As of the date of this annual report)
Country of Principal Executive Office		Singapore
Foreign Private Issuer		Yes
Disclosure Prohibited Under Home Country Law		No
Total Number of Directors		6

	Female		Male		Non-Binary		Did Not Disclose Gender
Part I: Gender Identity
Directors		0		6		0		0
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction		0
LGBTQ+		0

ITEM 19. EXHIBITS

EXHIBIT INDEX

EXHIBIT NUMBER		DESCRIPTION
12.1*		Certification of our Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
12.2*		Certification of our Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	TechCreate Group Ltd.

	By:	/s/ Lim Heng Hai
	Name:	Lim Heng Hai
	Title:	Chairman and Chief Executive Officer

Date: May 5, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What is the purpose of TechCreate Group (TCGL) Form 20-F/A Amendment No. 1?

The amendment corrects clerical errors in board committee disclosures. It updates Items 6.A and 6.C to show the accurate composition and chairpersons of the audit, compensation, and nominations committees, without changing financial data or other sections.

Which TechCreate (TCGL) board members serve on the audit committee after this amendment?

The audit committee now includes Masayuki Tagai, Ling Wee Seng, and Lim Heng Hai. Masayuki Tagai chairs the committee and is designated as an “audit committee financial expert,” meeting NYSE American and SEC independence requirements where applicable.

How did TechCreate (TCGL) update its compensation and nominations committees?

The compensation committee now comprises Ling Wee Seng (chair), Jim Northey, and Lim Heng Hai. The nominations committee comprises Jim Northey (chair), In Weiyee, and Lim Heng Hai. These updates replace previously misstated committee memberships in the original annual report.

How many TechCreate (TCGL) shares were outstanding at December 31, 2025?

As of December 31, 2025, TechCreate had 17,859,750 Class A Ordinary Shares and 2,572,750 Class B Ordinary Shares outstanding. These figures describe the company’s equity structure at the end of the fiscal year covered by the annual report.

What board diversity information does TechCreate (TCGL) disclose in this amendment?

The board diversity matrix shows six directors, all male, with no underrepresented individuals in the home country jurisdiction and no LGBTQ+ directors disclosed. The company confirms its status as a foreign private issuer with its principal executive office located in Singapore.

Does the TechCreate (TCGL) Form 20-F/A change any financial statements or controls information?

The amendment states it is filed solely to correct committee composition disclosures. It does not amend, update, or otherwise modify the financial statements, internal control disclosures, or other sections of the original Form 20-F filing.