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
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of February 2026
Commission
File Number: 001-43046
Green
Circle Decarbonize Technology Limited
(Registrant’s
Name)
Green
Circle Decarbonize Technology Limited
Unit
1809, Prosperity Place, 6 Shing Yip St.
Kwun
Tong, Kowloon, Hong Kong
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ 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): ☐
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): ☐
On
January 13, 2026, Green Circle Decarbonize Technology Limited, a Cayman Islands exempted company (the “Company”), consummated
its initial public offering (the “IPO”) of 2,500,000 ordinary shares, par value $0.001 per share (each, an “Ordinary
Share” and the Ordinary Shares sold in the IPO are hereafter referred to as the “IPO Shares”).
The
Company has also granted the underwriters a 45-day option to purchase up to an additional 375,000 Ordinary Shares to cover over-allotments
(the “Over-Allotment Shares”), if any (the “Over-Allotment Option”).
On
February 12, 2026, the Company issued and sold to the underwriter 375,000 Ordinary Shares at a price of $4.00 per share, pursuant to
the full exercise of the Over-Allotment Option, resulting in additional gross proceeds of approximately $1,500,000. As a result, the
Company has raised aggregate gross proceeds of $11,500,000 in the IPO, including the exercise of the Over-Allotment Option, prior to
deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
On
February 12, 2026, the Company issued a press release announcing the issuance and sale of the Over-Allotment Shares, a copy of which
is attached as Exhibit 99.1 and is incorporated by reference herein.
This
report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or jurisdiction.
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated February 12, 2026 |
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.
| |
Green
Circle Decarbonize Technology Ltd. |
| |
|
|
| Date:
February 12, 2026 |
By: |
/s/
Chan Kam Biu Richard |
| |
|
Chan
Kam Biu Richard |
| |
|
Chief
Executive Officer and Director |
Exhibit
99.1
Green
Circle Decarbonize Technology Limited Announces Closing of the Underwriter’s Over-Allotment Option in Connection with its Initial
Public Offering
Hong
Kong, February 12, 2026 – Green Circle Decarbonize Technology Limited (the “Company” or “Green Circle”)
(NYSE: GCDT), a Cayman Islands holding company that develops and manufactures Phase Change Material (PCM-TES) storage system in designs
and applying on cooling and heating system though its Hong Kong subsidiary, Boca International Limited. The Company today announced that
it closed the sale of an additional 375,000 ordinary shares of the Company, pursuant to the full exercise of the underwriter’s
over-allotment option granted in connection with the Company’s initial public offering (“IPO”, together with such over-allotment
closing, the “Offering”), at the IPO price of $4.00 per share, less underwriting discounts. As a result, the Company has
raised aggregate gross proceeds of $11,500,000, including the previously announced IPO gross proceeds of $10,000,000, prior to deducting
underwriting discounts and commissions and estimated offering expenses payable by the Company.
RBW
Capital Partners LLC, whose securities and brokerage services are offered through Dawson James Securities, Inc. (“RBW”),
acted as the representative underwriter for the Offering, with Revere Securities LLC acting as the co-manager. Nauth LPC served as counsel
to the Company, and Manatt, Phelps & Phillips, LLP served as counsel to RBW in connection with the Offering.
A
registration statement on Form F-1 (File No. 333-276943) relating to the Offering, as amended, has been filed with the U.S. Securities
and Exchange Commission (the “SEC”) and was declared effective by the SEC on December 30, 2025. The Offering is being made
only by means of a prospectus. A copy of the final prospectus relating to the Offering, when available, may be obtained from RBW Capital
Partners LLC, whose securities and brokerage services are offered through Dawson James Securities, Inc., 101 North Federal Highway, Suite
600, Boca Raton, FL 33432, or by calling +1 (561) 391-5555 or by logging on to the SEC’s website at www.sec.gov.
Before
you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more complete information
about the Company and the Offering. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy
any of the Company’s securities, nor shall such securities be offered or sold in the United States absent registration or an applicable
exemption from registration, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state
or jurisdiction in which such offers, solicitations or sales would be unlawful prior to registration or qualification under the securities
laws of such state or jurisdiction. Any offers, solicitations, or offers to buy, or any sales of securities will be made in accordance
with the registration requirements of the Securities Act of 1933, as amended.
About
Green Circle Decarbonize Technology Limited
Green
Circle Decarbonize Technology Limited is a Cayman Islands holding company operating through its Hong Kong subsidiary, Boca International
Limited. The Company is a provider of advanced energy saving solutions supported by proprietary phase change thermal energy storage materials
and thermal engineering services.
Forward-Looking
Statements
Certain
statements in this announcement are forward-looking statements, including, but not limited to, the Company’s proposed Offering.
These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations
and projections about future events that may affect its financial condition, results of operations, business strategy and financial needs,
including the expectation that the Offering will be successfully completed. Investors can find many (but not all) of these statements
by the use of words such as “aim”, “anticipate”, “believe”, “estimate”, “expect”,
“going forward”, “intend”, “may”, “plan”, “potential”, “predict”,
“propose”, “seek”, “should”, “will”, “would” or other similar expressions
in this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent
occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that
the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn
out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages
investors to review other factors that may affect its future results in the Company’s registration statement and other filings
with the SEC.
For
more information, please contact:
Green
Circle Decarbonize Technology Limited
Investor
Relations Department
Email:
dr.richardchan@gmail.com
