Green Circle Decarbonize Technology Ltd (GCDT) is the issuer whose Class A Ordinary Shares Xuewen Liu reported acquiring and disposing of. He reported acquiring beneficial ownership of 187,000 shares on October 20, 2026, then acquiring additional shares to reach a maximum of 203,000 shares, approximately 7.24% of the class. On October 26, 2026, he disposed of all shares held in open-market transactions and reported beneficial ownership of 0 shares. The reported percentages use 2,805,867 Class A Ordinary Shares outstanding, as represented by the issuer in its Form F-1 filed October 14, 2026.
Green Circle Decarbonize Technology Ltd. (GCDT) responded to an NYSE American inquiry about recent trading in its ordinary shares, saying that, following appropriate inquiry, it is not aware of any material undisclosed developments relating to its business or operations that would account for the activity. The company described the statement as a “no-news” statement.
GCDT said it evaluates potential strategic initiatives and financing opportunities in the ordinary course of business, while noting there can be no assurance any potential transaction will be pursued or completed. It does not intend to comment further unless disclosure is required by securities laws or NYSE American rules.
Green Circle Decarbonize Technology Ltd (GCDT) entered into a non-binding Memorandum of Understanding with SANVO Fine Chemicals Group Limited and Menzies Eurus Aviation Services Limited. The parties will work together to introduce energy-saving solutions across airport facilities. GCDT plans to combine SANVO’s chemical formulations with Menzies Eurus’s aviation ground-handling operations in tailored decarbonization strategies addressing energy use, carbon emissions, and heating, ventilation, and air-conditioning efficiency.
GCDT also entered into a Partnership Agreement with SANVO in September 2026, appointing SANVO sole supplier and exclusive manufacturer for mass production of the Company’s -TES Panels in the People’s Republic of China.
Green Circle Decarbonize Technology Ltd. closed its private placement with Target Capital 1, LLC after receiving the full US$8,000,000 aggregate subscription price for an unsecured convertible promissory note with US$10,000,000 aggregate principal and common warrants to purchase up to 29,122,679 Class A Ordinary Shares, or 4,853,780 shares following the six to one share consolidation effected October 7, 2026.
The Investor paid US$2,000,000 on July 24, 2026, US$500,000 on September 1, 2026, and two final-tranche payments of US$2,000,000 on October 8, 2026 and US$3,500,000 on October 13, 2026. A resale registration covering shares issuable upon conversion of the note and exercise of the warrants was declared effective October 5, 2026.
Green Circle Decarbonize Technology Ltd (GCDT) has entered preliminary discussions with WinS Management and Company to explore green-industry and infrastructure projects in Japan, including potential use of GCDT’s decarbonization and sustainable-building technologies at a hotel and villa development in Karuizawa. If successful, the estimated total contract sum for these initiatives is expected to exceed HKD 100 million. The discussions are non-binding, the parties have not entered a definitive agreement, and the projects may not proceed. WinS is spearheading a capital-raising campaign to support development and financing of the project.
Green Circle Decarbonize Technology Ltd (GCDT) is registering 57,506,538 post-consolidation Class A Ordinary Shares for resale, including up to 57,393,837 by Target Capital 1, LLC and 112,701 by Square Gate Capital Master Fund, LLC – Series 1. The shares include equity-purchase-facility and commitment-fee shares, including shares issuable upon exercise of pre-funded warrants. Resales may occur from time to time after the registration statement becomes effective.
The company will receive no proceeds from selling shareholders’ resales, but may receive up to US$100,000,000 in gross proceeds from shares it sells to Target Capital under the Equity Purchase Agreement. Regular puts are priced at 95% of the lowest daily VWAP during the five consecutive trading days immediately following the put date; following a regular put, accepted intraday puts are priced at 97% of the lowest traded price. The facility limits Target Capital and its affiliates to 4.99% beneficial ownership, with any increase capped at 9.99% and effective 61 days after notice. The company warns that resales or their perceived possibility could lower the public trading price, particularly because Target Capital may buy shares at a discount.
Green Circle Decarbonize Technology Ltd. announced plans to enter the AI data center infrastructure market in the near future with next-generation, ultra-low-energy liquid-cooling systems designed for high-density AI computing. The company said it adapted its proprietary phase change materials (PCM-TES) and industrial machinery technologies to develop the solution, which is designed to help data centers improve power usage effectiveness and better manage operational energy costs.
Green Circle operates through its Hong Kong subsidiary, Boca International Limited. It describes its business as providing energy-saving solutions supported by phase change thermal energy storage materials and thermal engineering services.
Green Circle Decarbonize Technology Ltd. registered for resale up to 182,016,746 Class A ordinary shares issuable upon conversion of its note and up to 264,987,889 Class A ordinary shares issuable upon exercise of common warrants. It receives no proceeds from selling-shareholder resales, except cash received if warrants are exercised for cash.
The July 2026 private placement included a US$10,000,000 unsecured note with a 20% original issue discount, due January 16, 2027. The conversion price is the greater of US$0.1099 per share and 80% of the lowest closing price on the principal trading market during the five trading days immediately before the conversion notice. The Common Warrants were issued for up to 29,122,679 Class A ordinary shares, subject to adjustments, at an initial US$2.00 exercise price.
A separate equity purchase facility lets the company, but does not obligate it, to sell up to US$100.0 million of Class A ordinary shares; those shares are to be registered for resale separately. Shareholders approved a six-for-one consolidation effective October 7, 2026. Boca International Limited had an accumulated deficit and could not distribute funds to Green Circle as of March 31, 2026.
Green Circle Decarbonize Technology Limited (GCDT), through its wholly owned subsidiary Boca International Limited, submitted two competitive tender proposals to Nan Fung Property Management Limited for projects in Hong Kong. The stated project contract values are HKD$7,000,000 for chiller replacement engineering at MOS Centre and HKD$60,000,000 for an air-conditioning retrofit and operation and maintenance contract at Nan Fung Centre.
The MOS Centre proposal covers replacing Chiller No. 3 and related pumps, structural platforms and acoustic systems, with controls connected to the existing DDC system. Its initial term was targeted to be completed within 180 calendar days from commencement. The Nan Fung Centre proposal includes water-cooled chillers and new chilled and cooling water pumps.