SCHEDULE 13G: Statement of Beneficial Ownership by Certain Investors
Published on February 2, 2026
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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TechCreate Group Ltd. (Name of Issuer) |
Class A ordinary shares, par value US$0.0002 per share (Title of Class of Securities) |
G8726A106 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G8726A106 |
| 1 | Names of Reporting Persons
Lim Heng Hai | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SINGAPORE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,452,750.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
45.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Representing 7,880,000 Class A ordinary shares and 2,572,750 Class B ordinary shares beneficially owned by Mr. Lim Heng Hai as of December 31, 2025.
(2) Based on 17,477,250 Class A ordinary shares issued and outstanding upon the completion of the IPO of the Issuer. As-converted percentage is based on 2,572,750 Class B ordinary shares issued and outstanding upon the completion of the IPO of the Issuer, and assuming all Class B ordinary shares held by such reporting person are converted into the same number of Class A ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to voting and conversion. Each Class A ordinary share is entitled to one vote per share. Each Class B ordinary share is entitled to 20 votes per share and is convertible at any time into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
TechCreate Group Ltd. | |
| (b) | Address of issuer's principal executive offices:
336 Smith Street, #06-303, New Bridge Centre, Singapore 050336 | |
| Item 2. | ||
| (a) | Name of person filing:
Lim Heng Hai | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of Lim Heng Hai is 336 Smith Street, #06-303, New Bridge Centre Singapore 050336. | |
| (c) | Citizenship:
Singapore | |
| (d) | Title of class of securities:
Class A ordinary shares, par value US$0.0002 per share | |
| (e) | CUSIP No.:
G8726A106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
10,452,750 ordinary shares, consisting of (i) 7,880,000 Class A ordinary shares and (ii) 2,572,750 Class B ordinary shares. | |
| (b) | Percent of class:
45.1% of the outstanding Class A ordinary shares. The Reporting Person also beneficially owns 100% of the outstanding Class B ordinary shares. On an as-converted basis, assuming conversion of all Class B ordinary shares into Class A ordinary shares, the Reporting Person beneficially owns approximately 52.1% of the total outstanding ordinary shares. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
10,452,750 ordinary shares. Each Class A ordinary share is entitled to one vote per share. Each Class B ordinary share is entitled to 20 votes per share and is convertible at any time into one Class A ordinary share. Pursuant to Rule 13d-3(d)(1) under the Exchange Act, the Class B ordinary shares beneficially owned by the Reporting Person are deemed to be converted into Class A ordinary shares for purposes of calculating beneficial ownership. | ||
| (ii) Shared power to vote or to direct the vote:
0 ordinary shares | ||
| (iii) Sole power to dispose or to direct the disposition of:
10,452,750 ordinary shares | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 ordinary shares | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Rule 13d-1(b)
Rule 13d-1(d)