Green Circle Decarbonize (NYSE American: GCDT) prices $10M notes, $100M equity line

Rhea-AI Filing Summary

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.

Key Figures

Note Principal: US$10,000,000 Note Subscription Price: US$8,000,000 Warrant Shares: 29,122,679 ordinary shares +5 more

8 metrics

Note Principal US$10,000,000 Aggregate principal amount of unsecured promissory notes under the Offering

Note Subscription Price US$8,000,000 Aggregate subscription price for the Notes to be funded in tranches

Warrant Shares 29,122,679 ordinary shares Ordinary shares underlying Warrants issued with initial US$2.00 exercise price

Equity Purchase Capacity US$100,000,000 Maximum amount of ordinary shares issuable under the Equity Purchase Agreement

First Tranche Proceeds US$2,000,000 Aggregate gross proceeds funded at the first tranche closing on July 24, 2026

Placement Agent Fee 5.0% of gross proceeds Cash fee payable to Revere Securities on aggregate gross proceeds of the Offering

Expense Allowance 0.5% of gross proceeds Non-accountable expense allowance payable to the Placement Agent

Lock-Up Period 180 days Duration insiders are restricted from disposing of company securities post-closing

Key Terms

pre-funded warrants, beneficial ownership limitations, Registration Rights Agreement, reasonable best efforts basis, +2 more

6 terms

pre-funded warrants financial

"Investor may elect to receive in lieu of any or all of the Ordinary Shares, pre-funded warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

beneficial ownership limitations financial

"Each of the Warrants will be immediately exercisable, subject to beneficial ownership limitations"

Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.

Registration Rights Agreement regulatory

"pursuant to a registration rights agreement (the “Registration Rights Agreement”)"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

reasonable best efforts basis financial

"Revere Securities LLC, who acted as the placement agent on a reasonable best efforts basis"

non-accountable expense allowance financial

"a non-accountable expense allowance equal to 0.5% of the aggregate gross proceeds"

Escrow Agreement financial

"the Company entered into an escrow agreement dated July 16, 2026 (the “Escrow Agreement”)"

An escrow agreement is a contract that names a neutral third party to hold money, documents, or assets in a secure “safe” until specific conditions are met by the parties involved. For investors, it reduces risk by ensuring that payments, stock transfers, or regulatory approvals only occur when agreed milestones are satisfied, protecting buyers and sellers and making deals more reliable and predictable.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/24/2026 - 02:24 PM Accepted by SEC EDGAR 07/24/2026 - 02:24 PM Learn about SEC filing dates

FAQ

What financing did Green Circle Decarbonize (GCDT) complete on July 24, 2026?

Green Circle closed the first tranche of a private Offering, issuing a US$10,000,000 unsecured Note, Warrants and equity to Target Capital 1, LLC, and receiving US$2,000,000 in gross proceeds before fees and expenses.

What are the key terms of the Notes and Warrants in GCDT’s private placement?

The company issued unsecured Notes with US$10,000,000 aggregate principal and a subscription price of US$8,000,000, plus Warrants to buy up to 29,122,679 ordinary shares at an initial exercise price of US$2.00 per share, subject to adjustments and beneficial ownership limits.

How large is the equity purchase agreement Green Circle Decarbonize (GCDT) entered into?

Under the Equity Purchase Agreement, Green Circle may sell up to US$100,000,000 of ordinary shares to the Investor, which may instead elect pre-funded warrants exercisable at US$0.001 per share for the same number of underlying shares.

When will Green Circle Decarbonize (GCDT) register the resale of the Offered Securities?

The company agreed to file a resale registration statement with the SEC by the earlier of 15 calendar days after filing its Form 20-F for the year ended March 31, 2026 and August 15, 2026, under a Registration Rights Agreement.

What fees will Revere Securities receive in Green Circle Decarbonize’s (GCDT) Offering?

Revere Securities, acting as placement agent, is entitled to a 5.0% cash fee and a 0.5% non-accountable expense allowance on aggregate gross proceeds, plus reimbursement of its out-of-pocket expenses, all payable by the company.

What lock-up restrictions apply to insiders in Green Circle Decarbonize (GCDT)?

Certain directors, officers and 10% beneficial owners signed Lock-Up Agreements generally prohibiting sales, transfers or dispositions of company securities, or related convertible or exercisable securities, for 180 days following the closing of the Offering.

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 July 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 ☐

Closing of Private Offering.

As previously disclosed, on July 16, 2026, Green Circle Decarbonize Technology Limited, a Cayman Islands holding company (the “Company” or “Green Circle”) (NYSE: GCDT), entered into a securities purchase agreement (the “Securities Purchase Agreement”) dated July 16, 2026 with Target Capital 1, LLC (the “Investor”) for a private placement (the “Offering”) of unsecured promissory notes (the “Notes”) in the aggregate principal amount of US$10,000,000 with an aggregate subscription price of US$8,000,000, to be funded in tranches, and common warrants (the “Warrants”) to purchase an aggregate of up to 29,122,679 ordinary shares, par value US$0.001 per share (“Ordinary Shares”). Each of the Warrants will be immediately exercisable, subject to beneficial ownership limitations, for one Ordinary Share at an initial exercise price of US$2.00 per share, subject to adjustments.

Concurrent with the execution of the Securities Purchase Agreement, the Company entered into an equity purchase agreement dated July 16, 2026 (the “Equity Purchase Agreement”) with the Investor, pursuant to which, the Company may sell and issue to the Investor, and the Investor may purchase from the Company, up to US$100,000,000 of Company’s Ordinary Shares and the Investor may elect to receive in lieu of any or all of the Ordinary Shares, pre-funded warrants to purchase an equal number of Ordinary Shares exercisable at US$0.001 per share (“Pre-Funded Warrants” and together with the Notes and Warrants, the “Offered Securities”).

The Offering will close in several tranches. The closing of the first tranche of the Offering took place on July 24, 2026, at which time the Company issued (i) a note in the aggregate principal amount of US$10,000,000, which is payable and funded in tranches, (ii) a Warrant to purchase up to 29,122,679 Ordinary Shares and (iii) a Pre-Funded Warrant to purchase up to 1,143,962 Ordinary Shares and (iv) 676,205 Ordinary Shares. At the first tranche closing, the Investor funded US$2,000,000 in aggregate gross proceeds, before deducting placement agent fees and other offering expenses payable by the Company.

The Offered Securities were offered in a transaction exempt from the registration requirements of the U.S. Securities Act of 1933, as amended, (the “Securities Act”) and have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The Company has agreed to file a registration statement with the United States Securities and Exchange Commission (the “Commission”) to register the resale of the Securities by the earlier of (i) the date that is fifteen (15) Calendar Days after the date on which the Company files its Annual Report on Form 20-F for the Company’s fiscal year ended March 31, 2026 with the Commission and (ii) August 15, 2026, pursuant to a registration rights agreement (the “Registration Rights Agreement”) entered into by and among the Company and the investors dated July 16, 2026.

The Company also entered into a placement agency agreement dated July 16, 2026 (the “PA Agreement”) with Revere Securities LLC, who acted as the placement agent (the “Placement Agent”) on a reasonable best efforts basis in connection with this Offering. Pursuant to the Placement Agency Agreement, the Company agreed to pay to the Placement Agent a cash fee equal to 5.0% of the aggregate gross proceeds raised in the Offering, a non-accountable expense allowance equal to 0.5% of the aggregate gross proceeds raised in the Offering, and to reimburse the Placement Agent for its out-of-pocket expenses.

Pursuant to the Securities Purchase Agreement, certain directors and officers of Company and beneficial owners of 10% or more of the Company’s Ordinary Shares, have entered into Lock-Up Agreements that generally prohibit the sale, transfer, or other disposition of the Company’s securities, or securities convertible into, or exchangeable or exercisable for, the Company’s Ordinary Shares for a period of one hundred and eighty (180) days following the closing of the Offering.

In addition, in connection with the Offering, the Company entered into an escrow agreement dated July 16, 2026 (the “Escrow Agreement”) with the Placement Agent and Continental Stock Transfer & Trust Company, as escrow agent, pursuant to which, the escrow funds will be disbursed by the escrow agent pursuant to the terms and conditions of the Escrow Agreement.

Copies of (i) the form of Note, (ii) the form of Warrant, (iii) the form of Pre-funded Warrant, (iv) the form of PA Agreement, (v) the form of the Purchase Agreement, (vi) the form of the Registration Rights Agreement, (vii) the Form of Equity Purchase Agreement, (viii) the form of Escrow Agreement and (ix) the form of Lock-Up Agreement are attached hereto as Exhibits 4.1, 4.2, 4.3, 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 respectively, and are incorporated by reference herein. The foregoing summaries of the terms of each agreement mentioned above are subject to, and qualified in their entirety by, such documents.

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
4.1		Form of Note (incorporated by reference to exhibit 4.1 of our Report of Foreign Private Issuer on Form 6-K/A filed with the Securities and Exchange Commission on July 16, 2026, Accession No. 0001493152-26-033542)
4.2		Form of Warrant (incorporated by reference to exhibit 4.2 of our Report of Foreign Private Issuer on Form 6-K/A filed with the Securities and Exchange Commission on July 16, 2026, Accession No. 0001493152-26-033542)
4.3		Form of Pre-Funded Warrant (incorporated by reference to exhibit 4.3 of our Report of Foreign Private Issuer on Form 6-K/A filed with the Securities and Exchange Commission on July 16, 2026, Accession No. 0001493152-26-033542)
10.1		Form of Placement Agency Agreement (incorporated by reference to exhibit 10.1 of our Report of Foreign Private Issuer on Form 6-K/A filed with the Securities and Exchange Commission on July 16, 2026, Accession No. 0001493152-26-033542)
10.2		Form of Securities Purchase Agreement (incorporated by reference to exhibit 10.2 of our Report of Foreign Private Issuer on Form 6-K/A filed with the Securities and Exchange Commission on July 16, 2026, Accession No. 0001493152-26-033542)
10.3		Form of Registration Rights Agreement (incorporated by reference to exhibit 10.3 of our Report of Foreign Private Issuer on Form 6-K/A filed with the Securities and Exchange Commission on July 16, 2026, Accession No. 0001493152-26-033542)
10.4		Form of Equity Purchase Agreement (incorporated by reference to exhibit 10.4 of our Report of Foreign Private Issuer on Form 6-K/A filed with the Securities and Exchange Commission on July 16, 2026, Accession No. 0001493152-26-033471)
10.5		Form of Escrow Agreement (incorporated by reference to exhibit 10.5 of our Report of Foreign Private Issuer on Form 6-K/A filed with the Securities and Exchange Commission on July 16, 2026, Accession No. 0001493152-26-033471)
10.6		Form of lock-Up Agreement (incorporated by reference to exhibit 10.6 of our Report of Foreign Private Issuer on Form 6-K/A filed with the Securities and Exchange Commission on July 16, 2026, Accession No. 0001493152-26-033471)

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: July 24, 2026	By:	/s/ Chan Kam Biu Richard
		Chan Kam Biu Richard
		Chief Executive Officer and Director