Green Circle (NYSE American: GCDT) lifts share cap, swaps insider stock

Rhea-AI Filing Summary

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.

Key Figures

Authorized share capital before increase: US$50,000 Authorized share capital after increase: US$5,000,000 Authorized shares before increase: 50,000,000 shares +5 more

8 metrics

Authorized share capital before increase US$50,000 Divided into 50,000,000 ordinary shares of par value US$0.001 each

Authorized share capital after increase US$5,000,000 Divided into 5,000,000,000 ordinary shares of par value US$0.001 each

Authorized shares before increase 50,000,000 shares Ordinary shares of par value US$0.001 each before the Share Capital Increase

Authorized shares after increase 5,000,000,000 shares Ordinary shares of par value US$0.001 each after the Share Capital Increase

Class A shares repurchased from Joyful Star Limited 5,280,000 shares Repurchased and replaced with 5,280,000 Class B Ordinary Shares

Class A shares repurchased from Green Circle Limited 1,080,000 shares Repurchased and replaced with 1,080,000 Class B Ordinary Shares

Effective date of capital changes August 14, 2026 Date on which the Share Capital Increase and Alteration became effective on NYSE American

Extraordinary General Meeting date August 10, 2026 Shareholders’ meeting in Hong Kong approving the capital changes

Key Terms

authorized share capital, par value, Extraordinary General Meeting, special resolution, +1 more

5 terms

authorized share capital financial

"it has effected an increase in its authorized share capital"

The maximum number of shares a company is legally allowed to issue according to its governing documents. Think of it as the size of the blank checkbook a company keeps for selling ownership stakes: it sets an upper limit but does not mean all shares are in circulation. Investors care because a larger authorized amount makes it easier for the company to raise money or grant stock-based pay, which can dilute existing holdings and affect control and value per share.

par value financial

"shares of a par value of US$0.001 each"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

Extraordinary General Meeting regulatory

"at the Extraordinary General Meeting Held on August 10, 2026"

special resolution regulatory

"The Share Capital Alteration, approved as a special resolution"

A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.

Phase Change Material (PCM-TES) technical

"develops and manufactures Phase Change Material (PCM-TES) storage systems"

FAQ

What capital change did Green Circle Decarbonize Technology Limited (GCDT) approve in August 2026?

GCDT approved a major increase in its authorized share capital from US$50,000 (50,000,000 shares) to US$5,000,000 (5,000,000,000 shares), each share having a par value of US$0.001, along with related share capital alterations.

When did Green Circle Decarbonize Technology Limited’s share capital changes become effective?

The share capital increase and alteration became effective on August 14, 2026 on NYSE American. Board approvals occurred on July 17 and August 6, 2026, and shareholders approved the changes at an Extraordinary General Meeting on August 10, 2026 (Hong Kong time).

How were Joyful Star Limited’s shares in GCDT affected by the share capital alteration?

Under the share capital alteration, GCDT repurchased 5,280,000 Class A Ordinary Shares held by Joyful Star Limited and, in consideration, issued 5,280,000 Class B Ordinary Shares to that holder, effectively exchanging Joyful Star’s Class A shares for Class B shares.

How were Green Circle Limited’s shares in GCDT affected by the capital changes?

GCDT repurchased 1,080,000 Class A Ordinary Shares held by Green Circle Limited and, in consideration, issued 1,080,000 Class B Ordinary Shares. This transaction altered Green Circle Limited’s holdings from Class A to Class B ordinary shares on a one-for-one basis.

What type of resolutions did GCDT use to approve its share capital changes?

The increase in authorized share capital was approved as an ordinary resolution, while the share capital alteration was approved as a special resolution. Both resolutions were adopted at the company’s Extraordinary General Meeting held on August 10, 2026 (Hong Kong time).

What business does Green Circle Decarbonize Technology Limited (GCDT) operate?

GCDT is a Cayman Islands holding company operating through its Hong Kong subsidiary, Boca International Limited. It provides advanced energy saving solutions based on proprietary phase change thermal energy storage (PCM-TES) materials and related thermal engineering services for cooling and heating applications.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 08/18/2026 - 12:08 PM Accepted by SEC EDGAR 08/18/2026 - 12:07 PM Learn about SEC filing dates

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 August 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 ☐

Information contained in this report

On August 18, 2026, Green Circle Decarbonize Technology Limited, a Cayman Islands exempted company (the “Company”), issued a press release which announced that the Company has increased its authorized share capital and altered its share capital structure.

Exhibits.

Exhibit No.		Description
99.1		Press Release dated August 18, 2026 – Green Circle Decarbonize Technology Limited Announce Share Capital Increase and Share Capital Alternation

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: August 18, 2026	By:	/s/ Chan Kam Biu Richard
		Chan Kam Biu Richard
		Chief Executive Officer and Director

Exhibit 99.1

Green Circle Decarbonize Technology Limited Announce Share Capital Increase and Share Capital Alteration

Share Capital Increase and Share Capital Alteration became effective on August 14, 2026 on NYSE American Market.

Hong Kong, August 18, 2026 – Green Circle Decarbonize Technology Limited (the “Company”) (NYSE: GCDT), a Cayman Islands holding company that, through its Hong Kong subsidiary, Boca International Limited, develops and manufactures Phase Change Material (PCM-TES) storage systems designed for cooling and heating applications, today announced that it has effected an increase in its authorized share capital (“Share Capital Increase”), and an alteration to its share capital structure (“Share Capital Alteration”). These actions were approved by the board of directors of the Company on 17 July 2026 and August 6, 2026, and by the Company’s shareholders at the Extraordinary General Meeting Held on August 10, 2026 at 10:00 am Hong Kong time (equivalent to August 9, 2026 at 10:00 pm Eastern time).

Share Capital Increase

The Share Capital Increase, approved as an ordinary resolution, increased the authorized share capital from US$50,000 divided into 50,000,000 shares of a par value of $US$0.001 each (the “Ordinary Shares”) to US$5,000,000 divided into 5,000,000,000 shares of a par value of US$0.001 (the “Share Capital Increase”).

Share Capital Alteration

As the Share Capital Increase has taken effect, the Share Capital Alteration, approved as a special resolution, amended the share capital of the Company by:

1. Authorized Share Capital Change: Re-designating the authorized share capital from US$5,000,000 divided into 5,000,000,000 shares of a par value of US$0.001 each as 4,993,640,000 Class A ordinary shares of a par value of US$0.001 each (the “Class A Ordinary Shares”) and 6,360,000 Class B ordinary shares of a par value of US$0.001 each (the “Class B Ordinary Shares”), with rights, privileges, and restrictions as set out in second the amended memorandum and articles of association (the “New M&A”) of the Company adopted as part of this special resolution.

2. Issued Share Capital Change: all ordinary shares were re-designated as Class A ordinary Shares on a one-for-one basis and then the Company repurchased the following issued and outstanding Class A Ordinary Shares and issued equivalent number of Class B Ordinary Shares as consideration as follows:

	a.	5,280,000 Class A Ordinary Shares held by Joyful Star Limited were repurchased and in consideration 5,280,000 Class B Ordinary Shares were issued;
	b.	1,080,000 Class A Ordinary Shares held by Green Circle Limited were repurchased and in consideration, 1,080,000 Class B Ordinary Shares were issued;

3. M&A Amendments: the memorandum and articles of association of the Company was amended by the adoption of the New M&A to reflect the new share structure, including the rights and privileges of Class A and Class B Ordinary Shares. Each Class A Ordinary Share will carry one (1) vote per share, and each Class B Ordinary Share will carry fifty (50) votes per share.

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. 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. 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

Chief Financial Officer

Email: louis.leung@vbg.com.hk

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 17.8 KB
• EX-99 GRAPHIC 4.3 KB