TechCreate Group Ltd 6-K, filed Oct 9, 2026
TechCreate Group Ltd. (TCGLF)
About this 6-K
TechCreate Group Ltd filed this 6-K on October 9, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 2026
Commission File Number: 001-42865
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):
Information contained in this Report on Form 6-K
TechCreate Group Ltd. (the “Company”) is hereby furnishing this report on Form 6-K (the “Report”) to provide (i) a press release announcing the financial and operational results for the six months ended June 30, 2026 of the Company, included as Exhibit 99.1 of this Report, (ii) management’s discussion and analysis of financial condition and results of operations for the six months ended June 30, 2025 and 2026, included as Exhibit 99.2 of this Report, and (iii) the unaudited interim condensed consolidated financial statements of the Company for the six months ended June 30, 2025 and 2026, included as Exhibit 99.3 of this Report.
The information furnished in this Report on Form 6-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
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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 9, 2026 | 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 Announcing the Company’s Financial and Operational Results for the Six Months Ended June 30, 2026 | |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended June 30, 2025 and 2026 | |
| 99.3 | Unaudited Interim Condensed Consolidated Financial Statements for the Six Months Ended June 30, 2025 and 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
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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.
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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.
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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.
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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
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Exhibit 99.3
TECHCREATE GROUP LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
| As of December 31, | As of June 30, | |||||||||||
| 2025 | 2026 (Unaudited) | 2026 (Unaudited) | ||||||||||
| S$ | S$ | US$ | ||||||||||
| ASSETS | ||||||||||||
| Current Assets | ||||||||||||
| Deferred Cost | ||||||||||||
| Accounts and Other Receivables, net | ||||||||||||
| Amount Due from Shareholders | ||||||||||||
| Cash and Cash Equivalents | ||||||||||||
| Total Current Assets | ||||||||||||
| Non-Current Assets | ||||||||||||
| Property, Plant and Equipment, net | ||||||||||||
| Right-of-Use Assets – Operating Leases | ||||||||||||
| Other non-current assets | ||||||||||||
| Total Non-Current Assets | ||||||||||||
| TOTAL ASSETS | ||||||||||||
| Commitments and Contingencies | ||||||||||||
| LIABILITIES | ||||||||||||
| Current Liabilities | ||||||||||||
| Contract Liabilities | ||||||||||||
| Accounts and Other Payables | ||||||||||||
| Operating Lease Liability | ||||||||||||
| Income Tax Payables | ||||||||||||
| Working Capital Loans | ||||||||||||
| Total Current Liabilities | ||||||||||||
| Non-Current Liabilities: | ||||||||||||
| Operating Lease Liability | ||||||||||||
| Contract Liabilities | ||||||||||||
| Working Capital Loans | ||||||||||||
| Total Non-Current Liabilities | ||||||||||||
| TOTAL LIABILITIES | ||||||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||||
| Class A Ordinary Shares, US$ par value, shares authorized, shares issued and outstanding as of December 31, 2025 and June 30, 2026. | ||||||||||||
| Class B Ordinary Shares, US$ par value, shares authorized, shares issued and outstanding as of December 31, 2025 and June 30, 2026. | ||||||||||||
| Additional Paid-in Capital | ||||||||||||
| Accumulated Other Comprehensive Income | ||||||||||||
| Accumulated Losses | ( | ) | ( | ) | ( | ) | ||||||
| Total Shareholders’ Equity | ||||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||
| 1 |
TECHCREATE GROUP LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
| Reclassification* | ||||||||||||
| For the six months ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| Reclassification* | ||||||||||||
| S$ | S$ | US$ | ||||||||||
| Revenue | ||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||||
| Selling and distribution expenses | ( | ) | ( | ) | ( | ) | ||||||
| Research and development expenses | ( | ) | ( | ) | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||
| Income/(loss) from operations | ( | ) | ( | ) | ||||||||
| Other income (expenses) | ||||||||||||
| Other income, net | ||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||
| Total other income (expenses) | ( | ) | ||||||||||
| Income/(loss) before income tax | ( | ) | ( | ) | ||||||||
| Income tax expense | ( | ) | ( | ) | ( | ) | ||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| Other comprehensive income, net of tax | ||||||||||||
| Currency translation differences arising from consolidation | ||||||||||||
| Net comprehensive loss | ( | ) | ( | ) | ( | ) | ||||||
| Net loss per share attributable to ordinary shareholders | ||||||||||||
| Basic and diluted | ) | ) | ) | |||||||||
| Weighted average number of ordinary shares used in computing net loss per share | ||||||||||||
| Basic and diluted | ||||||||||||
| * |
| 2 |
TECHCREATE GROUP LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
For the six months ended June 30, 2025
| Number of shares | Amount | Number of shares | Amount | paid-in capital | (Accumulated (loss)/income) | comprehensive (loss)/income | Total equity | |||||||||||||||||||||||||
| Class A Ordinary Shares | Class B Ordinary Shares | Additional | Retained earnings/ | Accumulated other | ||||||||||||||||||||||||||||
| Number of shares | Amount | Number of shares | Amount | paid-in capital | (Accumulated (loss)/income) | comprehensive (loss)/income | Total equity | |||||||||||||||||||||||||
| S$ | S$ | S$ | S$ | S$ | S$ | |||||||||||||||||||||||||||
| Balance as at December 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Foreign currency translation | - | - | ||||||||||||||||||||||||||||||
| Balance as at June 30, 2025 | ( | ) | ||||||||||||||||||||||||||||||
For the six months ended June 30, 2026
| Balance as at December 31, 2025 | ( | ) | ||||||||||||||||||||||||||||||
| Balance | ( | ) | ||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Share-based compensation | - | - | ||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | ||||||||||||||||||||||||||||||
| Balance as at June 30, 2026 | ( | ) | ||||||||||||||||||||||||||||||
| Balance | ( | ) | ||||||||||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||||||||||
| Balance as at June 30, 2026 | ( | ) | ||||||||||||||||||||||||||||||
| Balance | ( | ) |
| 3 |
TECHCREATE GROUP LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| 2025 | 2026 | 2026 | ||||||||||
| For the six months ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| S$ | S$ | US$ | ||||||||||
| Cash flows from operating activities | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| Adjustments to reconcile net loss to net cash provided by operating activities | ||||||||||||
| Depreciation | ||||||||||||
| Operating lease expenses | ||||||||||||
| Working capital loan interest | ||||||||||||
| Share-based compensation | ||||||||||||
| Changes in operating assets and liabilities | ||||||||||||
| Deferred cost | ( | ) | ( | ) | ||||||||
| Contract assets | ||||||||||||
| Trade and other receivables | ||||||||||||
| Amount due from shareholders | ||||||||||||
| Amount due from related parties | ||||||||||||
| Contract liabilities | ( | ) | ||||||||||
| Trade and other payables | ( | ) | ( | ) | ||||||||
| Lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Income tax payable | ( | ) | ||||||||||
| Net cash generated from/ (used in) operating activities | ( | ) | ( | ) | ||||||||
| Cash flow from investing activities: | ||||||||||||
| Acquisition of property, plant and equipment | ( | ) | ||||||||||
| Net cash used in investing activities | ( | ) | ||||||||||
| Cash flows from financing activities: | ||||||||||||
| Dividend paid to equity holders | ||||||||||||
| Amount due to shareholders | ( | ) | ||||||||||
| Repayment of working capital loans | ( | ) | ( | ) | ( | ) | ||||||
| Proceeds from working capital loans | ||||||||||||
| Proceeds from the issuance of ordinary shares, net of issuance costs | ||||||||||||
| Deferred offering costs | ( | ) | ||||||||||
| Net cash (used in)/ generated from financing activities | ( | ) | ( | ) | ( | ) | ||||||
| Effects of changes in foreign exchange of cash | ||||||||||||
| Net (decrease)/ increase in cash and cash equivalents | ( | ) | ( | ) | ||||||||
| Cash and cash equivalents at beginning of financial year | ||||||||||||
| Cash and cash equivalents at June 30, | ||||||||||||
| Supplemental cash flow information | ||||||||||||
| Income taxes paid | ( | ) | ( | ) | ||||||||
| Withholding taxes paid | ( | ) | ( | ) | ( | ) | ||||||
| Cash paid for interest | ( | ) | ( | ) | ( | ) | ||||||
| Capital contribution subscription receivable from shareholder | ||||||||||||
| 4 |