Exhibit 99.1
TechCreate
Group Ltd. Reports First Half Fiscal Year 2026 Financial and Operational Results
SINGAPORE,
October 9, 2026 – TechCreate Group Ltd. (OTCMKTS: TCGLF) (“TechCreate” or the “Company”), a technology
consultancy and advanced software solutions provider specializing in payment solutions, cybersecurity, and digital services, announced
its financial and operational results for the six months ended June 30, 2026.
Recent
Operational Highlights
| ● | Notified
by NYSE American that the Committee for Review will consider the Company’s request
for review of the Panel’s decision on October 22, 2026 |
| ● | Issued
a Letter to Shareholders explaining NYSE American delisting proceedings |
| ● | Announced
changes to the Board of Directors and committee composition, effective May 31, 2026 |
| ● | Announced
intention to collaborate with pQCee Pte Ltd to explore the incorporation of National Institute
of Standards and Technology-approved post-quantum cryptography (PQC) algorithms in the Company’s
QR Hybrid POS terminals |
| ● | Appointed
Sibil Thomas as Financial Controller and Chief Accounting Officer |
First
Half Fiscal Year 2026 Financial Results
Total
Revenues decreased to approximately S$880,000 (US$680,000) for the six months ended June 30, 2026, compared to S$1.9 million in the same
period last year. The decrease was primarily due to lower Provision of Professional Services revenue, reflecting the completion in 2025
of a Real-Time Engine enhancement project for a customer in Brunei and an OEM pay enablement project for a customer in Cambodia, lower
Sale of Software Licenses and Maintenance Licenses revenue following the expiration of existing contracts with customers in Cambodia
and Brunei, and lower Sale of Hardware Solutions revenue mainly attributable to lower sales of QR soundbox terminals during the first
half of 2026.
Cost
of Revenue decreased to approximately S$579,000 (US$447,000) for the six months ended June 30, 2026, compared to S$890,000 in the same
period last year. The decrease was primarily due to lower costs associated with the decrease in revenue.
Gross
Profit Margin decreased to 34.2% for the six months ended June 30, 2026, compared to 54.0% in the same period last year. The decrease
was primarily due to lower revenue from Provision of Professional Services.
Total
Operating Expenses increased to S$2.6 million (US$2.0 million) for the six months ended June 30, 2026, compared to S$1.0 million in the
same period last year. The increase was primarily due to an increase in general and administrative expenses reflecting higher professional
fees associated with the Company’s post-IPO strategic initiatives and an increase in selling and distribution expenses reflecting
higher staff costs associated with the expansion of the Company’s sales team.
Net
Loss was S$2.2 million (US$1.7 million) for the six months ended June 30, 2026, compared to a net loss of approximately S$20,000 in the
same period last year. The increase was primarily due to the decrease in revenue and the increase in operating expenses, partially offset
by higher other income and lower interest expense.
As
of June 30, 2026, cash and cash equivalents were approximately S$6.5 million (US$5.1 million), compared to S$7.4 million as of December
31, 2025.
Management
Commentary
TechCreate
CEO Heng Hai Lim commented: “Our first half results reflect the completion in 2025 of two large projects in Brunei and Cambodia
and the expiration of several software license contracts that were not replaced within the period, while operating expenses increased
primarily due to professional fees associated with our post-IPO initiatives. The suspension of trading in our shares and the ongoing
NYSE American delisting proceeds have also affected our planned U.S. expansion and related revenue opportunities. That said, we ended
the period with approximately S$6.5 million in cash, which we believe gives us the resources to keep investing as we rebuild our revenue
base. Looking ahead, we are focused on converting our pipeline into contracted revenue and broadening our offerings. During the first
half, we began investing in research and development, including our collaboration with pQCee on post-quantum cryptography for our QR
Hybrid POS Terminal, and we expanded our sales team to extend our market reach. We believe real-time payments, quantum-safe security,
and AI within our Real-Time Engine represent meaningful opportunities for the Company.
“We
recognize that our listing status remains top of mind for shareholders. We have appealed the Listing Qualifications Panel’s decision
to the NYSE Committee for Review, which is scheduled to consider the matter on October 22, 2026. Neither the Panel nor NYSE American
has found that the Company engaged in any wrongdoing, and no regulator has charged the Company or any of its directors, officers, or
employees in connection with the trading activity that led to the suspension. Our goal is to relist on NYSE American, although we cannot
assure that the Committee will reverse the Panel’s decision. In the meantime, we remain laser focused on growing the underlying
business. We sincerely appreciate our shareholders’ continued patience and support as the Committee considers our appeal.”
About
TechCreate Group Ltd.
TechCreate
Group Ltd. is a Singapore-based payment software solutions provider. Founded in 2015, the Company delivers digital payment and infrastructure
solutions to financial institutions, telecommunications, deposit insurance, and enterprises. TechCreate’s offerings include real-time
payment systems, digital banking platforms, API management, cybersecurity, and cloud computing. Its proprietary Artificial Intelligence
Real-Time Engine (AI-RTE) is designed to enable fast, secure, and efficient payment processing. For more information, visit https://www.techcreate.com.sg/.
Forward-Looking
Statements
Statements
in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not
historical facts, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995. These statements include, but are not limited to, statements relating to the Company’s business strategy, customer
pipeline, expected financial condition and results of operations, and future business prospects. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “potential,” “predict,” “project,” “should,” “target,”
“will,” “would” and similar expressions are intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking
statements as a result of various important factors, including those described under “Risk Factors” in the Company’s
most recent annual report on Form 20-F and in the Company’s other filings and submissions with the SEC. Any forward-looking statements
contained in this press release speak only as of the date hereof, and TechCreate Group Ltd. specifically disclaims any obligation to
update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Investor
Relations
John
Yi and Steven Shinmachi
Gateway
Group, Inc.
949-574-3860
TCGL@gateway-grp.com
Exhibit
99.2
Management’s
Discussion and Analysis of Financial Condition and Results of Operations for the
Six
Months Ended June 30, 2025, and 2026
First
Half 2026 Financial Highlights
Our
revenue is derived from provision of professional services, sale of software licenses and maintenance licenses, sale of hardware solutions
and provision of hosting and supporting services. Our total revenue decreased by S$1,056,716 or 54.6%, from S$1,936,539 for the six months
ended June 30, 2025, to S$879,823 for the six months ended June 30, 2026.
The
following table presents the Group’s revenue disaggregated by product categories for the 6 months ended June 30, 2025, and 2026,
respectively:
| | |
For the six months ended June 30, | |
| | |
2025 | | |
2026 | | |
2026 | | |
Change | | |
Change | |
| | |
S$ | | |
S$ | | |
US$ | | |
S$ | | |
% | |
| Revenue: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Provision of professional services | |
| 919,618 | | |
| 409,369 | | |
| 316,286 | | |
| (510,249 | ) | |
| -55.5 | % |
| Sale of software licenses and maintenance licenses | |
| 833,071 | | |
| 450,770 | | |
| 348,273 | | |
| (382,301 | ) | |
| -45.9 | % |
| Sale of hardware solutions | |
| 183,635 | | |
| 19,236 | | |
| 14,862 | | |
| (164,399 | ) | |
| -89.5 | % |
| Provision of hosting and supporting services | |
| 215 | | |
| 448 | | |
| 346 | | |
| 233 | | |
| 108.4 | % |
| Total | |
| 1,936,539 | | |
| 879,823 | | |
| 679,767 | | |
| (1,056,716 | ) | |
| -54.6 | % |
In
the following table, revenue is disaggregated by the timing of revenue recognition.
| | |
For the six months ended June 30, | |
| | |
2025 | | |
2026 | | |
2026 | |
| | |
S$ | | |
S$ | | |
US$ | |
| | |
| | |
| | |
| |
| Point in time | |
| 1,103,376 | | |
| 113,452 | | |
| 87,655 | |
| Over time | |
| 833,163 | | |
| 766,371 | | |
| 592,112 | |
| Total | |
| 1,936,539 | | |
| 879,823 | | |
| 679,767 | |
Provision
of professional services
For
the six months ended June 30, 2026, revenue from provision of professional services decreased by S$510,249 compared to the same period
in 2025. The decrease was mainly attributable to the completion in 2025 of a Real-Time Engine enhancement project for a customer in Brunei
and an OEM pay enablement project for a customer in Cambodia.
Sale
of software licenses and maintenance licenses
For
the six months ended June 30, 2026, revenue from sale of software licenses and maintenance licenses decreased by S$382,301 compared to
the same period in 2025. The decrease was mainly attributable to expiration of existing contracts with customers in Cambodia and Brunei.
Sale
of hardware solutions
For
the six months ended June 30, 2026, revenue from the sale of hardware solutions decreased by S$164,399 compared to the same period in
2025. The decrease was mainly attributable to lower sales of QR soundbox terminals during the first half of 2026.
Cost
of Revenue
Our
cost of revenue decreased by S$311,127 or 35%, from S$889,954 for the six months ended June 30, 2025, to S$578,827 for the six months
ended June 30, 2026. The decrease was primarily attributable to lower costs associated with the decrease in revenue.
Gross
Profit
Our
gross profit decreased by S$745,589 or 71.2% from S$1,046,585 for the six months ended June 30, 2025, to S$300,996 for the six months ended
June 30, 2026. The decrease was primarily attributable to the 54.6% decline in revenue. The gross profit margin decreased from 54.0%
for the six months ended June 30, 2025, to 34.2% for the six months ended June 30, 2026. The decrease was mainly due to the lower revenue
generated from provision of professional services.
Operating
Expenses
Our
total operating expenses increased by S$1.56 million, or 157.5%, from S$0.99 million for the six months ended June 30, 2025, to S$2.55
million for the six months ended June 30, 2026. This increase was primarily attributable to higher general and administrative expenses
and selling and distribution expenses.
General
and administrative expenses increased by approximately S$1.34 million, primarily as a result of higher professional fees associated with
the Company’s post-IPO strategic initiatives. Selling and distribution expenses increased by approximately S$0.15 million, mainly
due to higher staff costs associated with the expansion of the Company’s sales team in line with its expansion plans.
Other
income
Other
income increased by S$99,925, from S$7,247 for the six months ended June 30, 2025, to S$107,172 for the six months ended June 30, 2026.
The increase was primarily due to the interest income earned on short-term bank deposits.
Interest
expense
Interest
expense decreased by S$19,119, from S$28,409 for the six months ended June 30, 2025, to S$9,290 for the six months ended June 30,
2026. The decrease was primarily attributable to the repayment of a working capital loan by one of the Company’s subsidiaries
in November 2025, which resulted in lower interest expenses during the six months ended June 30, 2026.
Income
tax expense
Income
tax expenses, comprising primarily withholding tax expenses, decreased by S$9,611, from S$54,699 for the six months ended June 30, 2025,
to S$45,088 for the six months ended June 30, 2026. The decrease was primarily attributable to lower billings made to customers in Brunei
and Cambodia.
Net
Loss
Our
net loss increased by S$2,177,603, from S$20,146 for the six months ended June 30, 2025 to S$2,197,749 for the six months ended June
30, 2026. The increase in net loss was primarily attributable to the significant decrease in revenue and the increase in operating
expenses, partially offset by higher other income and lower interest expenses.
Liquidity
Our
liquidity has historically been supported by operating cash flows and working capital loans from bank facilities. As of June 30, 2026,
we had cash and cash equivalents of approximately S$6.54 million, working capital of approximately S$8.9 million and total shareholders’
equity of approximately S$9.38 million. As of June 30, 2025, we had cash and cash equivalents of approximately S$1.31 million, working
capital of approximately S$1.30 million and total shareholders’ equity of approximately S$0.87 million.
Recent
Developments
The
Company evaluated all events and transactions from December 31, 2025, up to the report date, which is the date that these
consolidated financial statements are available to be issued.
NYSE
American Delisting Proceedings
On
June 12, 2026, the Company received notice from NYSE American that its staff had determined to commence proceedings to delist the Company’s
Class A ordinary shares pursuant to Sections 1001, 1002(e) and 1003 of the NYSE American Company Guide. On June 22, 2026, the Company
requested that a Listing Qualifications Panel review the Staff’s determination. Following a hearing held on August 6, 2026, the
two-person Panel, on August 20, 2026, unanimously affirmed the Staff’s decision to initiate delisting proceedings. The Company
is appealing the Panel decision.
The
delisting proceedings followed a one-day suspension of trading in the Company’s securities ordered by the U.S. Securities and Exchange
Commission on February 1, 2026, and effective February 2, 2026, in connection with potential manipulation of the Company’s securities
through recommendations made to investors by unknown persons via social media. Following the expiration of the one-day suspension, NYSE
American halted trading in the Company’s securities due to regulatory concerns.
Importantly,
the Panel stated in its decision that it “does not attribute any malfeasance to the Company or its management.” The Panel
also noted that the Company was in compliance with the applicable NYSE American listing standards and had cooperated with the Staff’s
investigation. Nevertheless, the Panel determined that the circumstances provided a sufficient basis under the Exchange’s rules
to affirm the Staff’s delisting determination.
The
Company has stated that neither the SEC nor NYSE American has made known any allegation or any finding attributing responsibility for
the alleged manipulation to the Company or its corporate insiders. The Company has cooperated with regulators in connection with all
questions posed regarding the trading activity, about which the Company and its management have no knowledge.
On
September 3, 2026, the Company submitted a request for review of the Panel’s decision by the full NYSE Committee for Review in
accordance with applicable NYSE American rules. On September 25, 2026, the Company filed its written arguments to the full Committee.
NYSE American notified the Company that the Committee for Review will consider the matter on October 22, 2026. The Company continues
to consider all options for pursuing relief from the trading halt.
The
Company’s Class A ordinary shares remain suspended from trading on NYSE American and are currently quoted in the over-the-counter
market under the symbol TCGLF.
Securities
Class Actions
The
Company has been named as one of numerous issuer defendants in three putative securities class actions filed in the Supreme Court of
the State of New York, New York County: Patrick Shane Johnson, et al. v. SYLA Technologies Co., Ltd., et al., Index No. 153671/2026,
filed on March 24, 2026 (the “Johnson Action”); Leyber Gabriel Briones, et al. v. SYLA Technologies Co., Ltd., et al.,
Index No. 154747/2026, filed on April 13, 2026 (the “Briones Action”); and Damond Morales, et al. v. SYLA Technologies
Co., Ltd., et al., Index No. 159271/2026, filed on July 23, 2026 (the “Morales Action” and, collectively with the Johnson
Action and Briones Action, the “Actions”).
The
Actions were brought on behalf of putative classes of investors who invested in, or made investments traceable to, the initial public
offerings of numerous issuers, including the Company. The complaints generally allege that the issuer defendants and their underwriters
violated Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 by failing to disclose an alleged coordinated pattern of market manipulation
involving numerous nano-cap and micro-cap companies. The complaints do not contain specific factual allegations of wrongdoing by the
Company. Plaintiffs seek unspecified compensatory damages, rescission or rescissory damages, costs and expenses, and equitable or injunctive
relief.
As
of the date of this report, the Company has not been served in the Johnson Action or the Briones Action. Plaintiffs in the Morales Action
have purportedly served the Company with a summons and complaint, and the Company intends to seek dismissal of the Morales Action as
against it. The Company’s time to respond to the initial Complaint has been adjourned by stipulation until November 16, 2026. If
served in the Johnson Action or Briones Action, the Company intends to vigorously defend against the claims.
The
Company has incurred and expects to incur additional legal fees and other expenses in connection with the defense of the claims. The
ultimate outcome of these Actions cannot currently be determined.
There
are no further material subsequent events that require disclosure in these consolidated financial statements.
About
TechCreate Group Ltd.
TechCreate
Group Ltd. is a Singapore-based payment software solutions provider. Founded in 2015, the Company delivers digital payment and infrastructure
solutions to financial institutions, telecommunications, deposit insurance, and enterprises. TechCreate’s offerings include real-time
payment systems, digital banking platforms, API management, cybersecurity, and cloud computing. Its proprietary Artificial Intelligence
Real-Time Engine (AI-RTE) is designed to enable fast, secure, and efficient payment processing. For more information, visit https://www.techcreate.com.sg/.
Exchange
Rate
The
Company’s business is primarily conducted in Singapore and all of the revenues are denominated in Singapore Dollars (“SGD”).
This discussion and analysis contains translations of certain SGD amounts into U.S. dollars (“USD” or “US$”) at specified
rates solely for the convenience of the readers. Unless otherwise noted, all translations from SGD to USD are made at the rate of SGD
1.2943 to US$1.00, the monthly exchange rate set forth by the Monetary Authority of Singapore. No representation is made that the SGD
amounts could have been, or could be, converted, realized or settled into US$ at that rate on June 30, 2026, or at any other rate.
Statement
Regarding Preliminary Unaudited Financial Information
The
accompanying condensed consolidated interim financial statements for the six months ended June 30, 2026 are unaudited and were not subject
to a review by the independent registered public accounting firm.
Forward-Looking
Statements
Statements in this discussion and analysis about
future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements
include, but are not limited to, statements relating to the Company’s business strategy, customer pipeline, expected financial condition
and results of operations, and future business prospects. The words “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,”
“predict,” “project,” “should,” “target,” “will,” “would” and
similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying
words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors,
including those described under “Risk Factors” in the Company’s most recent annual report on Form 20-F and in the Company’s
other filings and submissions with the SEC. Any forward-looking statements contained in this discussion and analysis speak only as of
the date hereof, and TechCreate Group Ltd. specifically disclaims any obligation to update any forward-looking statement, whether as a
result of new information, future events or otherwise, except as required by law.
Contacts
Investor
Relations
John
Yi and Steven Shinmachi
Gateway
Group, Inc.
949-574-3860
TCGL@gateway-grp.com
