Tungray Technologies Inc-A 2025年年度报告和过渡报告

Amendment No. 1 toFORM20-F/A OR Date of event requiring this shell company report for the transition period from ____________to ____________ Securities registered or to be registered pursuant to Section 12(g) of the Act: (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None(Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the closeof the period covered by the annual report: As of December 31, 2024, the issuer had11,793,485Class A Ordinary Shares and4,560,000Class B OrdinaryShares. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. Yes¨Nox If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reportspursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes¨Nox Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YesxNo¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files).YesxNo¨ 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 definition of “large accelerated filer,” accelerated filer,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new orrevised 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 FinancialAccounting 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 ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b) by the registered public accounting fi rm 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 financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).¨ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statementsincluded in this filing: U.S. GAAPxInternational Financial Reporting Standards as issued by the International AccountingStandards Board¨Other¨ *If “Other” has been checked in response to the previous question, indicate by check mark which financialstatement 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☐Nox Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes¨Nox (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PASTFIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12,13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a planconfirmed by a court. Yes¨No¨ EXPLANATORY NOTE Tungray Technologies Inc (the “Company”) is filing this amendment (the “Amendment”) to its AnnualReport on Form 20-F (the “Annual Report”) for the year ended December 31, 2024, previously filed with theSecurities and Exchange Commission (the “SEC”) on May 14, 2025 (the “Original Filing”), to replace the auditreport of its previous auditor Marcum Asia CPAs LLP in the Original Filing with an audit report of its currentauditor Guangdong Prouden CPAs GP and to include the consolid