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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 October 2025
Commission File Number: 001-42865
TechCreate Group Ltd.
336 Smith Street, #06-303, New Bridge Centre
Singapore 050336
+65 6936 6354
(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 the registrant by furnishing the information contained in this Form 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, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
On October 27, 2025, Cathay Securities, Inc., as the representative of the underwriters (the “Representative”) of the initial public offering of TechCreate Group Ltd. (the “Company”), exercised its over-allotment option in full to purchase an additional 382,500 class A ordinary shares par value US$0.0002 per share (the “Option Shares”) of the Company, representing fifteen percent (15%) of the class A ordinary shares sold by the Company in the Company’s initial public offering (the “IPO”) at the public offering price of $4.00 per share (the “Offering Price”), before deducting underwriting discounts (the “Option”). The Option was granted to the Representative pursuant to the underwriting agreement entered into by and between the Company and the Representative on October 14, 2025 (the “Underwriting Agreement”) relating to the Company’s IPO, the closing for which took place on October 16, 2025 (the “IPO Closing”). The closing for the sale of the Option Shares by the Company took place on October 30, 2025 (the “Option Closing”).
In connection with the Option Closing, the Company issued a press release.
On October 30, 2025, the Company announced the Option Closing. The press release furnished in this report as Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
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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.
| TechCreate Group Ltd. | ||
| Date: October 30, 2025 | By: | /s/ Lim Heng Hai |
| Name: | Lim Heng Hai | |
| Title: | Chairman of the Board and Chief Executive Officer | |
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release on Closing of the Sale of the Option Shares |
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Exhibit 99.1
TechCreate Group Ltd. Announces Closing of the Sale of the Option Shares
SINGAPORE, October 30, 2025 – TechCreate Group Ltd. (NYSE American: TCGL) (“TechCreate” or the “Company”), a technology consultancy and advanced software solutions provider specializing in payment solutions, cybersecurity, and digital services, today announced the closing of the offering (the “Offering”) of 382,500 class A ordinary shares, par value US$0.0002 per share pursuant to the underwriters’ exercise of their over-allotment option in full. The Company has received additional gross proceeds amounting to US$1.53 million before deducting underwriting discounts and other Offering expenses.
Cathay Securities, Inc. (“Cathay Securities”), a full-service broker/dealer, acted as the lead underwriter, and Revere Securities LLC (“Revere Securities”) acted as a co-underwriter, for the Offering. Sidley Austin LLP acted as U.S. legal counsel to the Company, and Ortoli Rosenstadt LLP acted as U.S. securities counsel to Cathay Securities and Revere Securities, in connection with the Offering.
The Offering was conducted pursuant to the Company’s registration statement on Form F-1 (File No. 333-289030), as amended, previously filed with and subsequently declared effective by the U.S. Securities and Exchange Commission (“SEC”) on September 30, 2025. The Offering is being made only by means of a prospectus, forming part of the registration statement. A final prospectus relating to the Offering was filed with the SEC on October 15, 2025, and is available on the SEC’s website at www.sec.gov. Copies of the final prospectus related to the Offering may be obtained, when available, from Cathay Securities, Inc., 40 Wall Street Suite 3600, NY, NY 10005 USA, by phone at +1 (855) 939-3888, or by email at service@cathaysecurities.com. In addition, a copy of the final prospectus, when available, relating to the Offering may be obtained via the SEC’s website at www.sec.gov.
Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press release has been prepared for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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 expected trading commencement and closing dates. 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: the uncertainties related to market conditions and the completion of the public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the preliminary prospectus filed 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