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Green Circle Decarbonize Technology Limited has made materials available for its 2026 Extraordinary General Meeting of Shareholders, scheduled for August 10, 2026, including a form of its Second Amended and Restated Memorandum and Articles of Association.
The charter text sets authorised share capital of US$5,000,000, divided into 5,000,000,000 ordinary shares of US$0.001 par value, comprised of 4,993,640,000 Class A Ordinary Shares and 6,360,000 Class B Ordinary Shares. Each Class B Ordinary Share carries 50 votes and is convertible into one Class A Ordinary Share, while Class A shares are not convertible into Class B. The documents also authorise the board to issue preferred shares in one or more series, permit share repurchases and treasury shares, and define detailed rules on meetings, voting, director elections, notice periods and treatment of untraceable members.
Green Circle Decarbonize Technology Limited closed the first tranche of a private financing with Target Capital 1, LLC, built around unsecured promissory notes and equity-linked securities. The overall structure includes Notes with an aggregate principal amount of US$10,000,000 (subscription price US$8,000,000) and Warrants to purchase up to 29,122,679 ordinary shares at an initial exercise price of US$2.00 per share, plus an equity purchase agreement allowing sales of up to US$100,000,000 of ordinary shares or pre-funded warrants exercisable at US$0.001 per share.
At the July 24, 2026 first-tranche closing, the company issued a Note for US$10,000,000 principal (payable and funded in tranches), a Warrant for up to 29,122,679 ordinary shares, a Pre-Funded Warrant for up to 1,143,962 ordinary shares, and 676,205 ordinary shares, and received US$2,000,000 in gross proceeds. These securities were issued in a private transaction exempt from U.S. registration, and the company has agreed to file a registration statement to register their resale by the earlier of 15 calendar days after filing its Form 20-F for the year ended March 31, 2026 and August 15, 2026.
Revere Securities LLC acted as placement agent on a reasonable best efforts basis. The company will pay a 5.0% cash fee and a 0.5% non-accountable expense allowance on aggregate gross proceeds, plus expense reimbursement. Certain directors, officers and 10% shareholders entered 180-day lock-up agreements, and offering proceeds are subject to an escrow arrangement with Continental Stock Transfer & Trust Company.
Green Circle Decarbonize Technology Limited filed an amendment to its July 16, 2026 Form 6-K to add previously omitted exhibits, including forms of note, warrant, pre-funded warrant and related agreements such as placement agency, securities purchase, registration rights, equity purchase, escrow and lock-up agreements.
The amendment states it is being made solely to correct a clerical error and does not update or modify any other disclosures in the earlier report.
Green Circle Decarbonize Technology Limited entered into a financing led by Revere Securities LLC as placement agent, issuing unsecured promissory notes with an aggregate principal amount of US$10,000,000 for an aggregate subscription price of US$8,000,000, to be funded in tranches. Investors also received common warrants to purchase up to 29,122,679 ordinary shares at an initial exercise price of US$2.00 per share, with each warrant immediately exercisable subject to beneficial ownership limitations.
The notes and warrants were sold in a transaction exempt from U.S. Securities Act registration, and Green Circle agreed to file a registration statement to register the resale of these securities by the earlier of fifteen calendar days after filing its Form 20‑F for the year ended March 31, 2026, or August 15, 2026, under a registration rights agreement. The company also signed an equity purchase agreement with Target Capital 1, LLC, allowing sales of up to US$100,000,000 of ordinary shares, an escrow agreement governing disbursement of funds, and lock-up agreements under which certain directors, officers and 10% beneficial owners are restricted from disposing of securities for 90 days after the offering closes.
Green Circle Decarbonize Technology Limited has furnished a Form 6-K to notify investors about its 2026 Extraordinary General Meeting of Shareholders. The meeting is scheduled to be held on August 10, 2026.
The company also issued a Notice of Meeting and Record Date dated July 7, 2026, which is included as Exhibit 99.1. Detailed information about agenda items and voting procedures is contained in that notice.
Green Circle Decarbonize Technology Ltd Chief Financial Officer Louis Ho Ming Leung has filed an initial Form 3, which is the required statement of beneficial ownership for insiders. The provided data shows no reported transactions or derivative positions, indicating this filing is administrative rather than activity-based.
Green Circle Decarbonize Technology Limited has appointed Mr. Louis Ho Ming Leung as its new Chief Financial Officer, effective June 8, 2026. He will oversee the company’s financial strategy, accounting, financing, and auditing.
Mr. Leung brings over 10 years of experience in accounting, finance, and auditing for Hong Kong listed and private companies, including prior CFO, financial controller, and company secretary roles. Green Circle develops and manufactures phase change thermal energy storage systems for energy-saving cooling and heating applications through its Hong Kong subsidiary.
Green Circle Decarbonize Technology Ltd reports that Dr. Chan Kam Biu Richard beneficially owns 6,360,000 ordinary shares, representing 49.4% of the 12,875,000 ordinary shares outstanding as of March 31, 2026. The stake consists of 1,080,000 shares held by Green Circle Limited and 5,280,000 shares held by Joyful Star Limited, both British Virgin Islands companies wholly owned by the reporting person. The filing states the reporting person has sole voting and dispositive power over those shares.
Green Circle Decarbonize Technology Limited reported that its Chief Financial Officer, Mr. Lai Tai Yan, resigned effective April 15, 2026. The company states there was no known disagreement with him regarding its operations, policies, or practices. Green Circle is conducting a search for a new CFO and plans to announce the appointment in due course.
Green Circle Decarbonize Technology Ltd director and Chief Administrative Officer Lui Lai Yuen has filed an initial insider ownership report on Form 3. This filing establishes Lui Lai Yuen’s status as both a director and an officer of the company, and it does not report any stock purchases, sales, or other insider transactions.