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Green Circle Decarbonize Technology Limited (GCDT) announced that it has entered into a strategic partnership agreement with SANVO Fine Chemicals Group Limited, under which SANVO is appointed as the sole supplier and exclusive manufacturer for mass production of the Company’s -TES Panels in the People’s Republic of China.
SANVO will assume full operational responsibility for -TES panel manufacturing in China, allowing Green Circle to avoid new production-line capital expenditures and to leverage SANVO’s existing facilities. Green Circle plans to focus its resources on research and development, product design, and global market expansion. The initial term of the partnership is three years, with automatic three-year renewals unless terminated in advance.
Green Circle Decarbonize Technology Limited (GCDT) reported that its board and shareholders approved a substantial change to its capital structure. The authorized share capital was increased from US$50,000, divided into 50,000,000 ordinary shares of par value US$0.001, to US$5,000,000, divided into 5,000,000,000 ordinary shares of par value US$0.001. These changes became effective on August 14, 2026 on NYSE American.
Following the increase, the company implemented a share capital alteration. It repurchased 5,280,000 Class A Ordinary Shares from Joyful Star Limited and issued 5,280,000 Class B Ordinary Shares in consideration, and repurchased 1,080,000 Class A Ordinary Shares from Green Circle Limited with 1,080,000 Class B Ordinary Shares issued in consideration.
Green Circle Decarbonize Technology Limited, a Cayman Islands holding company with operations in Hong Kong, provides phase change material thermal energy storage (PCM-TES) based energy-saving solutions for HVAC and refrigeration. Its proprietary -TES Panels and Ultra-High Efficiency Boca Hybrid Power Chiller Plant use PCM and automated controls to shift cooling loads off-peak; the company reports that a reference HAECO project reduced at least 40% of electricity use and approximately 50%–70% of running cost versus conventional systems.
As of March 31, 2026, 12,875,000 ordinary shares were outstanding, and CEO Chan Kam Biu Richard beneficially owned 6,360,000 shares, about 46.93% of the total, with plans for a dual-class structure giving Class B shares 50 votes each. The company highlights key projects, including a HK$12,999,000 -TES contract for Bayview Garden Shopping Centre and a HK$14,000,000 ultra-high efficiency chiller plant for Macau University of Science and Technology Foundation – University Hospital, completed in May 2026.
Risk factors emphasize heavy revenue concentration in a few customers, reliance on a single German nanomaterial supplier, dependence on debt and equity financing for performance-based contracts, PRC and Hong Kong regulatory and listing risks, potential HFCAA-related trading prohibitions, and substantial potential dilution and anti-dilution effects from a July 2026 US$10.0 million note, associated warrants and pre-funded warrants, and a US$100.0 million equity purchase agreement.
Green Circle Decarbonize Technology Limited held an extraordinary general meeting where shareholders approved several capital and governance changes. Authorized share capital was increased from US$50,000 divided into 50,000,000 shares of US$0.001 par value to US$5,000,000 divided into 5,000,000,000 shares of US$0.001 par value.
Shareholders approved a dual-class structure by reclassifying the authorized capital into 4,993,640,000 Class A ordinary shares with one vote per share and 6,360,000 Class B ordinary shares with fifty votes per share, redesignating all issued shares as Class A, and adopting a second amended and restated memorandum and articles of association. Immediately after the redesignation, 5,280,000 Class A shares held by Joyful Star Limited and 1,080,000 Class A shares held by Green Circle Limited will be repurchased and cancelled and replaced by the same number of Class B shares.
Shareholders also approved a share consolidation, effective October 7, 2026, under which every six issued and unissued shares of all classes with par value US$0.001 will be consolidated into one share with par value US$0.006, with fractional entitlements rounded up to one consolidated share.
Green Circle Decarbonize Technology Ltd, a Cayman Islands corporation based in Hong Kong, is conducting a private securities offering relying on Regulation D Rule 506(b). The offering covers a mix of equity, debt, options/warrants, and securities issuable upon exercise of those warrants.
The company reports having sold $2,000,000 USD of securities, with $64,245,358 USD remaining available for sale. The overall structure includes a convertible note with principal of $10,000,000 sold at a $8,000,000 purchase price, plus warrants exercisable at $2.00 per share, subject to adjustment. Revere Securities LLC is identified in the sales compensation section, and no finders’ fees are reported.
Green Circle Decarbonize Technology Ltd, a Cayman Islands corporation with principal offices in Hong Kong, filed a notice of an exempt securities offering. The company relies on Regulation D Rule 506(b) to raise capital through equity and related instruments. The offering covers up to $100,000,000 of ordinary shares and up to $2,000,000 of additional shares issuable as consideration under an equity purchase agreement. So far, $1,000,000 has been sold, consisting of 676,205 ordinary shares and 1,143,962 pre-funded warrants exercisable at US$0.001 per share. The first sale occurred on 2026-07-24, and the filing reports remaining securities available for sale under this exempt offering.
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.