SecProbe.io

January 14, 2025
Lim Heng Hai
Chief Executive Officer
TechCreate Group Limited
336 Smith Street, #06-303, New Bridge Centre
Singapore 050336
Re:TechCreate Group Limited
Draft Registration Statement on Form F-1
Submitted December 18, 2024
CIK No. 0002047190
Dear Lim Heng Hai:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Cover Page
1.We note your statements on the cover page, in the risk factor section and with regard
to forward looking statements that you “have not independently verified the accuracy
or completeness of” the data included in the registration statement and that investors
"should not place undue reliance on such information." It is not appropriate to directly
or indirectly disclaim liability for statements in your registration statement. The
company is responsible for all information contained in the registration statement and
should not include language that suggests otherwise. Please revise these statements to
remove any implication that investors are not entitled to rely on disclosure in your
registration statement or specifically state that you take liability for these statements.

January 14, 2025
Page 2
Prospectus Summary, page 1
2.Please disclose the date of the report that was commissioned by the company and
prepared by Frost & Sullivan.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Factors that Affect Operating Results, page 57
3.We note your reference to “key operational metrics.” Please revise to include a
discussion of your key operational metrics that management uses to manage the
business and that would be material to investors. Refer to Section III.B of SEC
Release No. 33-8350.
Major Customers, page 85
4.You disclose that your top three customers for the fiscal year ended December 31,
2023 accounted for 25%, 35% and 11% of your total revenue. Please add a risk factor
related to your dependence on a limited number of customers and to discuss the
material terms of your agreements with those customers, including the identity and
termination provisions. See Item 3.D and Item 4.B of Form 20-F.
Major Suppliers, page 86
5.We also note that you depend on a small number of suppliers and that three suppliers
accounted for 23%, 17% and 12% of your total of revenue for the fiscal year ended
December 31, 2023. Please revise to discuss disclose the material terms of any
material agreements with these suppliers including the identity and minimum
purchase commitments. See Item 3.D and Item 4.B of Form 20-F.
Management, page 93
6.You disclose that Ling Wee Seng and Paul Gwee Choon Guan have accepted
appointments as independent directors upon effectiveness of the registration
statement.  Please file the consent of each director nominee as an exhibit to your
registration statement. See Securities Act Rule 438.
Principal Shareholders, page 100
7.Please clarify whether the concert party agreement between Mr. Vong Ronald Chin
Hua and Mr. Lim Heng Hai will continue after the completion of the offering. If so,
please disclose the material terms of the concert party agreement in the prospectus
summary including any termination provisions. File the agreement as an exhibit.
Related Party Transactions, page 102
8.We note your disclosure that the table includes major related parties and their
relationships with the Company as of December 31, 2023 and 2024. Please revise
your related party transactions disclosure to reflect the three financial years up to the
date of the document as required by Item 7.B. of Form 20-F.

January 14, 2025
Page 3
General
9.We note extensive discussion of artificial intelligence technology in your disclosure
and that you have “developed an Artificial Intelligence Real-Time-Engine.” Please
indicate if your algorithms are proprietary or open source and add a risk factor
discussing any material risks and uncertainties arising from your use of AI.
10.Please supplementally provide us with copies of all written communications, as
defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so
on your behalf, have presented or expect to present to potential investors in reliance
on Section 5(d) of the Securities Act, whether or not they retain copies of the
communications.
            Please contact Morgan Youngwood at 202-551-3479 or Stephen Krikorian at 202-
551-3488 if you have questions regarding comments on the financial statements and related
matters. Please contact Marion Graham at 202-551-6521 or Jan Woo at 202-551-3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Meng Ding