6-K

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 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of April 2024

Commission File Number 001-41998

Tungray Technologies Inc

(Translation of registrant’s name into English)

#02-01, 31 Mandai Estate,

Innovation Place Tower 4,

Singapore 729933

Tel: +65 6636 9820

(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 x             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): ¨

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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): ¨

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

On April 30, 2024, Tungray Technologies Inc (the “Company”) closed on the partial exercise of the over-allotment option by US Tiger Securities Inc., the lead underwriter in connection with the Company’s firm commitment underwritten initial public offering (“IPO” and “Tiger”), to purchase an additional 103,485 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) of the Company, at the IPO price of $4.00 per share. As a result, the Company has raised gross proceeds of approximately $413,940, in addition to the IPO gross proceeds of $5.0 million, or combined gross proceeds in this IPO of approximately $5,413,940, before underwriting discounts and commissions and offering expenses. The Company’s Class A Ordinary Shares trade on The Nasdaq Capital Market under the trading symbol “TRSG.”

The Class A Ordinary Shares were offered by the Company pursuant to a registration statement on Form F-1, as amended (File No. 333-270434), filed with the Securities and Exchange Commission (the “Commission”), which was declared effective by the Commission on March 28, 2024. A final prospectus relating to this Offering was filed with the Commission on April 18, 2024 pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

In connection with the partial exercise of the over-allotment option, the Company issued a press release announcing the closing of the over-allotment option, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

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.

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EXHIBIT INDEX

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Exhibit 99.1

Tungray Technologies Inc Announces Partial Exerciseof Underwriter’s Over-Allotment Option

Singapore, April 30, 2024 /PRNewswire/ — Tungray Technologies Inc (the "Company" or “Tungray”) (NasdaqCM: TRSG), a provider of customized industrial manufacturing solutions to Original Equipment Manufacturers (OEMs) in the semiconductors, printers, electronics, and home appliances industries, today announced that US Tiger Securities, Inc. (“US Tiger”), who acted as the underwriter and sole book-runner of the Company's underwritten initial public offering ("IPO"), has exercised the partial over-allotment option and purchased an additional 103,485 Class A ordinary shares of the Company at the IPO price of $4.00 per share. As a result, the Company has raised approximately $5.41 million in gross proceeds, before underwriting discounts and other related expenses, through the issuance of a total of 1,353,485 Class A ordinary shares in the IPO.

US Tiger acted as sole book runner for the Offering. Robinson & Cole LLP served as U.S. counsel to the Company. VCL Law LLP served as U.S. counsel to the underwriter.

A registration statement on Form F-1, as amended (File No. 333-270434) relating to the Offering was previously filed with the Securities and Exchange Commission (“SEC”) by the Company, and was declared effective by the SEC on March 28, 2024. The Offering is being made only by means of a prospectus, forming a part of the registration statement. A final prospectus relating to the Offering has been filed with the SEC and is available on the SEC's website at www.sec.gov. Electronic copies of the final prospectus related to the Offering may be obtained from US Tiger, by standard mail to U.S Tiger Securities, Inc., 437 Madison Avenue, 27th Floor, New York, New York 10022, or by telephone at +1 646-978-5188.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, 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 registration or qualification under the securities laws of any such state or jurisdiction.

About Tungray Technologies Inc

Tungray Technologies Inc is an engineer-to-order (“ETO”) company that provides customized industrial manufacturing solutions to OEMs in the semiconductors, printers, electronics, and home appliances industries. With research, development and manufacturing bases in Singapore and China, Tungray designs, develops, and delivers a wide range of industrial products ranging from customized manufacturing machineries, direct drive and linear direct current motors, to induction welding equipment. As an ETO company with more than two decades of experience, Tungray takes pride in its ability to deliver quality customized industrial solutions that fulfil its customers’ unique needs and specifications. For more information, visit the Company's website at http://tungray.tech/.

Forward-Looking Statements

All statements other than statements of historicalfact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertaintiesand are based on current expectations and projections about future events and financial trends that the Company believes may affect itsfinancial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statementsby words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate,""intend," "plan," "believe," "potential," "continue," "is/are likely to" orother similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring eventsor circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectationsexpressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct,and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors toreview other factors that may affect its future results in the Company's registration statement and in its other filings with the SEC.

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