TechCreate Group Ltd-A美股招股说明书(2025-10-15版)

2,550,000Class A Ordinary Shares This is the initial public offering of Class A Ordinary Shares by TechCreate Group Ltd (the “Company”, “we”, “us”, “our”). We are offering 2,550,000Class A ordinary shares, par value US$0.0002 per share (the “Class A Ordinary Shares”). Prior to this offering, there was no public market for our Class A Ordinary Shares. The initial public offering price of our Class A Ordinary Shares isUS$4.00. We have obtained approval to list our Class A Ordinary Shares on the NYSE American under the symbol “TCGL.” We are both an “emerging growth company” and a “foreign private issuer” as defined under the applicable U.S. federal securities laws and, as such,may elect to comply with certain reduced public company reporting requirements for this and future filings. See “Prospectus Summary—Implicationsof Being an Emerging Growth Company” and “Prospectus Summary—Implications of Being a Foreign Private Issuer” for additional information. Immediately prior to the completion of this offering, our issued and outstanding share capital consisted of Class A Ordinary Shares and class B ordinaryshares, par value US$0.0002 per share (the “Class B Ordinary Shares”). Mr. Lim Heng Hai will beneficially own all of our then issued and outstandingClass B Ordinary Shares. These Class B Ordinary Shares constitute approximately 12.8% of our total issued and outstanding share capital immediatelyafter the completion of this offering and 41.0% of the aggregate voting power of our total issued and outstanding share capital immediately after thecompletion of this offering, assuming that the underwriters do not exercise their option to purchase additional Class A Ordinary Shares. Holders ofClass A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. Each holder of our Class AOrdinary Share is entitled to one vote per share. Each holder of our Class B Ordinary Share is entitled to 20 votes per share. Our Class A OrdinaryShares and Class B Ordinary Shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise berequired by law. Each Class B Ordinary Share is convertible at any time into one Class A Ordinary Share. Class A Ordinary Shares are not convertibleinto Class B Ordinary Shares under any circumstances. Upon any transfer of Class B Ordinary Shares by a holder thereof or a change of ultimatebeneficial ownership of any Class B Ordinary Shares to any person other than their affiliates, such Class B Ordinary Shares are automatically andimmediately converted into the same number of Class A Ordinary Shares. Additionally, upon the completion of this offering, we will continue to be a “controlled company” as defined under corporate governance rules ofNYSE American, because Mr. Lim Heng Hai will beneficially own approximately 45.1% of our then-issued and outstanding Class A Ordinary Shares,100% of our then-issued and outstanding Class B Ordinary Shares and will be able to exercise approximately 86.1% of the total voting power of ourissued and outstanding ordinary shares immediately after the consummation of this offering, assuming the underwriters do not exercise their option topurchase additional Class A Ordinary Shares. We do not intend to avail ourselves of the corporate governance exemptions afforded to a “controlledcompany” under the NYSE American LLC Company Guide (the “Company Guide”). However, our decision not to rely on the “controlled company”exemption could change. If we rely on these exemptions, you will not have the same protection afforded to shareholders of companies that are subjectto these corporate governance requirements. For further information, see “Risk Factors”, “Principal Shareholders” and “Prospectus Summary—Implications of Being a Controlled Company.” (1) We have agreed to pay the underwriters a fee equal to 7.5% of the gross proceeds of the offering, at the closing of this offering, and eachclosing of the over-allotment option, if any. This table does not include a non-accountable expense allowance equal to 1.0% of the gross proceedsof this offering payable to the underwriters. For a description of the other compensation to be received by the underwriters, see the section entitled“Underwriting” in this prospectus. (2)The total estimated fees and expenses related to this offering are set forth in the section entitled “Underwriting– Discounts and Expenses”. (3) Includes the sale of 382,500 additional Class A Ordinary Shares (equal to 15% of the total number of Class A Ordinary Shares offered by us),assuming the full exercise of the over-allotment option by the underwriters. For more information, see the section entitled “Underwriting—Over- The underwriters are selling the Class A Ordinary Shares in this offering on a firm-commitment basis. The underwriters have an option to purchaseup to 382,500 additional Class A Ordinary Shares (equal to 15% of the total number of Class A Ordinary