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 ~~September~~December 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.

~~Resignation~~INFORMATION ofCONTAINED ~~(Alex)~~IN ~~Yuan~~THIS ~~Gong~~REPORT asON ~~CFO~~FORM 6-K

OnNon-Reliance ~~September~~on 1,Previously ~~2024,~~Issued ~~(Alex)~~Financial ~~Yuan~~Statements ~~Gong~~and ~~tendered~~Tungray’s Intention to ~~Tungray~~ ~~Technologies~~Restate ~~Inc. (the “Company”) his resignation as the Chief~~ Financial ~~Officer of the Company, effectively immediately.~~Information

~~Mr.~~On ~~Gong’s~~December ~~resignation~~30, ~~was~~2024, the ~~due~~Board toof ~~personal~~Directors ~~reasons~~of Tungray Technologies Inc (the “Company”), upon recommendation of the Audit Committee and ~~not~~following discussions aswith amanagement, ~~result~~determined ofthat ~~any~~the ~~disagreement~~Company’s ~~between~~financial ~~Mr.~~statements ~~Gong~~for the years ended December 31, 2023, 2022 and 2021 included in the Company’s Annual Report on ~~any~~Form ~~matter~~20-F ~~relating~~for tothe year ended December 31, 2023, filed with the Securities and Exchange Commission on April 26, 2024 (the “20-F”), should no longer be relied upon. Similarly, related reports, press releases, earnings releases, and investor communications describing the Company’s ~~operations,~~financial ~~policies or~~statements ~~practices~~for these periods should no longer be relied upon.

~~Appointment~~The ofconclusion ~~Nina~~was ~~Qian~~based on asthe ~~CFO~~discovery that the previously issued financial statements include the following misstatements:

~~Concurrently~~(i) ~~with~~The Company failed to record the ~~resignation~~correct ofincome ~~Mr.~~tax ~~Gong~~expense, ~~the board~~taxes payable and retained earnings due to improper identification of ~~directors~~non-deductible expenses which were not detected because of not performing a reconciliation between the ~~Company~~financial ~~appointed~~statements Msand tax returns. ~~Nina~~Such ~~Hangyu~~failure ~~Qian~~has resulted the misstatements of “Taxes payable”, “Retained earnings” and “Accumulated other comprehensive loss” as ~~Chief~~of ~~Financial~~December ~~Officer~~31, 2023 and 2022, and misstatements of ~~the~~“Income ~~Company~~tax expense”, ~~effectively~~“Net onincome ~~September~~attributable 1to Tungray Technologies Inc”, ~~2024~~ and “Foreign currency translation adjustment” for the years ended December 31, 2023, 2022 and 2021. The impact to the accumulated other comprehensive loss and foreign currency translation adjustment was a result of the foreign currency translation difference to the misstatement.

~~Ms.~~(ii) ~~Qian~~The ~~brought to the~~ Company ~~more~~failed ~~than~~to ~~two~~take ~~decades~~a ofpurchase ~~financial accounting~~option ~~experience~~into inconsideration ~~the~~for ~~manufacturing~~a ~~industry.~~finance ~~Prior~~lease toand ~~her~~used ~~appointment as Chief Financial Officer of~~ the ~~Company,~~incorrect ~~Ms.~~useful ~~Qian~~life ~~had served as finance director~~ for ~~Tungray Singapore Pte. Ltd. (“Tungray Singapore”), a Singapore subsidiary of~~ the ~~Company, since~~assets ~~March 2024~~amortization. ~~Before~~Such ~~joining~~failure ~~Tungray~~has ~~Singapore,~~resulted ~~Ms.~~in ~~Qian held~~ the ~~position~~misstatements of ~~finance~~“Property ~~director~~and ofequipment, ~~Korrun Company Ltd. (SHE: 300577)~~net”, a ~~Chinese~~“Retained ~~listed~~earnings” ~~bag~~ and ~~suitcase~~“Accumulated ~~manufacturer,~~other ~~from~~comprehensive ~~January~~loss” ~~2022~~as toof ~~March 2024. From~~ December ~~2018 to December 2021~~31, ~~Ms.~~2023 ~~Qian~~and ~~served as finance director for Kolmeks (Chuzhou) Ltd.~~2022, ~~the~~and ~~Chinese~~misstatement ~~subsidiary~~ of a“Cost ~~Finland-based~~of ~~pump manufacturer. Earlier in her career~~revenue”, ~~Ms. Qian~~“Net ~~spent~~income ~~more~~attributable ~~than~~to aTungray ~~decade~~Technologies ~~working~~Inc” ~~in various financial~~ and ~~accounting~~“Foreign ~~roles~~currency ~~for~~translation ~~several~~adjustment” ~~manufacturing businesses in China, including a Chinese subsidiary~~ for the ~~US-based~~years ~~food~~ended ~~manufacturing~~December ~~company~~31, ~~Cargill~~2023, ~~Inc.,~~2022 ~~a Chinese subsidiary of the British-based chemical manufacturer, Lucite International,~~ and ~~Shanghai Li Cai Metal Products Company Ltd~~2021., aThe ~~metal~~impact ~~product~~to ~~manufacturer.~~the ~~Ms.~~accumulated ~~Qian~~other ~~successfully~~comprehensive ~~completed~~loss ~~all MBA program courses during exchange study at ESIC University, Spain, in 2012, an MBA degree from Shanghai University, Shanghai, China in 2012,~~ and 2foreign ~~college~~currency ~~degrees~~translation inadjustment ~~accounting~~was ~~and tax from Nanjing University of Finance and Economics, Nanjing, Jiangxu Province, China, in 2002. Ms. Qian is~~ a ~~Certified~~result ~~Public Accountant (CPA)~~ of the ~~U.S.~~foreign ~~and~~currency ~~got~~translation ~~CPA~~difference ~~Individual License~~ to ~~Practice~~the ~~(CPA status: Active)~~misstatement.

InThe ~~connection~~restatement ~~with~~of ~~Ms.~~the ~~Qian~~Company’s ~~appointment, Tungray~~financial ~~Singapore~~statements ~~has~~for ~~entered~~the ~~into~~years anended ~~employment~~December ~~agreement~~31, ~~with~~2023, ~~Ms.~~2022 ~~Qian~~and on2021 ~~September~~will 1,be ~~2024,~~included ~~pursuant~~in toan ~~which~~amendment ~~Tungray~~to ~~Singapore~~the ~~will~~20-F ~~pay~~(the Ms“Restatement 20-F”). ~~Qian~~The aCompany ~~monthly~~is ~~renumeration~~working ofdiligently ~~Singapore~~to ~~$13,800,~~complete aits ~~yearly~~financial ~~annual~~statements ~~wage~~in ~~supplement~~order ~~equivalent~~ to ~~one~~file ~~month~~the ofRestatement ~~base~~20-F ~~salary,~~as ~~and~~soon aas ~~discretional bonus subject to Tungray Singapore’s discretion~~practicable.

The Company has discussed the matters described above with Marcum Asia CPAs LLP, the Company’s independent registered public accounting firm.

Cautionary Note Regarding Forward-Looking Statements

This Form 6-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve risks and uncertainties, and actual results could vary materially from these forward-looking statements. Factors that may cause future results to differ materially from current expectations include, among other things, the discovery of additional information relevant to the review of the financial statements of the Company; the conclusions of the Company’s management and the audit committee concerning matters relating to the review and the financial statements of the Company; the results of audit procedures performed by the independent registered public accounting firm regarding the restated financial statements of the Company; and the possibility that additional errors may be identified. The Company disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information, future events, or otherwise.

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.

Date: September 12, 2024	Tungray Technologies Inc
Date: December 31, 2024	Tungray Technologies Inc
	By:	/s/ Wanjun Yao
		Wanjun Yao
		Chief Executive Officer

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