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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 20-F

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

For the fiscal year ended December 31,2023

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _____________

☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report ....................

Commission file number:0-16050

(Exact name of Registrant as specified in its charter

and translation of Registrant’s name into English)

Israel

(Jurisdiction of incorporation or organization)

Hamelacha 5, Netanya 4250540, Israel

(Address of principal executive offices)

Ehud Ben-Yair

Chief Executive Officer

Telephone: +972-54-4522565

Email: ehudb@tat-technologies.com

Hamelacha 5 St,

Natanya 4250540, Israel

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered
Ordinary Shares, NIS 0.90 Par ValueTATTNASDAQ Global Market

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or Common stock as of the close of the period covered by the annual report:

Ordinary Shares, par value NIS 0.90 per share...............10,102,612

(as of December 31, 2023)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐Accelerated filer ☐Non-accelerated filer ☒Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm 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 financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒International Financial Reporting Standards as issued by the International Accounting Standards Board ☐Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement 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 ☐ No☒

TABLE OF CONTENTS

Page
INTRODUCTION1
PART I3
Item 1.Identity of Directors, Senior Management and Advisers3
Item 2.Offer Statistics and Expected Timetable3
Item 3.Key Information3
A.Selected Financial Data3
B.Capitalization and Indebtedness3
C.Reasons for the Offer and Use of Proceeds3
D.Risk Factors3
Item 4.Information on the Company16
A.Business Overview17
B.Government Regulations33
C.Property, Plants and Equipment34
Item 4A.Unresolved Staff Comments36
Item 5Operating and Financial Review and Prospects36
A.Research and Development, Patents and Licenses50
B.Trend Information50
C.Off-Balance Sheet Arrangements50
D.Tabular Disclosure of Contractual Obligations50
Item 6.Directors, Senior Management and Employees51
A.Directors and Senior Management51
B.Compensation53
C.Board Practices55
D.Employees64
E.Share Ownership65
F.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation66
Item 7.Major Shareholders and Related Party Transactions67
A.Major Shareholders67
B.Related Party Transactions68
C.Interests of Experts and Counsel69
Item 8.Financial Information69
A.Consolidated Statements and Other Financial Information69
B.Significant Changes69
Item 9.The Offer and Listing70
A.Offer and Listing Details70
B.Plan of Distribution70
C.Markets70
D.Selling Shareholders70
E.Dilution70
F.Expense of the Issue70
Item 10.Additional Information70
A.Share Capital70
B.Memorandum and Articles of Association70
C.Material Contracts71
D.Exchange Controls72
E.Taxation72
F.Dividends and Paying Agents81
G.Statement by Experts81
H.Documents on Display81
I.Subsidiary Information82
Item 11.Quantitative and Qualitative Disclosures about Market Risk82
Item 12.Description of Securities Other than Equity Securities82
PART II83
Item 13.Defaults, Dividend Arrearages and Delinquencies83
Item 14.Material Modifications to the Rights of Security Holders83
Item 15.Controls and Procedures83
Item 16.[Reserved]84
Item 16A.Audit Committee Financial Expert84
Item 16B.Code of Ethics84
Item 16C.Principal Accountants Fees and Services85
Item 16D.Exemptions from the Listing Standards for Audit Committee85
Item 16E.Purchase of Equity Securities By Issuer and Affiliated Purchases86
Item 16F.Change in Registrant’s Certifying Accountant.86
Item 16G.Corporate Governance.86
Item 16H.Mine Safety Disclosure87
Item 16I.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections87
Item 16K.Cybersecurity87
PART III88
Item 17.Financial Statements88
Item 18.Financial Statements88
Item 19.Exhibits88
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.