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 ☐
Entry
into a Material Definitive Agreement.
On
July 16, 2026, Green Circle Decarbonize Technology Limited., a Cayman Islands holding company (the “Company” or “Green
Circle”) (NYSE: GCDT), entered into a placement agency agreement (the “PA Agreement”) with Revere Securities LLC (the
“Placement Agent”) in connection with issuance and sale by the Company pursuant to a securities purchase agreement dated
July 16, 2026 (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”
and together with the Notes, the “Offered Securities”) to purchase an aggregate of up to 29,122,679 ordinary shares, par
value US$0.001 par value 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.
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.
In
connection with the Offering, the Company also entered into (i) a securities purchase agreement dated July 16, 2026 (the “Securities
Purchase Agreement”) with certain investors, at the investor’s option, who purchased the Offered Securities in the Offering;
(ii) a equity purchase agreement (the “Equity Purchase Agreement”) dated July 16, 2026 with Target Capital 1, LLC (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; (iii) an escrow agreement dated July 9, 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.
Furthermore,
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 ninety (90) days following the closing of the Offering.
Copies
of (i) the form of Note, (ii) the form of Warrant, (iii) the form of PA Agreement, (iv) the form of the Purchase Agreement,
(v) the form of the Registration Rights Agreement, (vi) the Form of Equity Purchase Agreement, (vii) the form of Escrow Agreement
and (viii) the form of Lock-Up Agreement are attached hereto as Exhibits 4.1, 4.2, 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 |
| |
|
|
| 4.1* |
|
Form
of Warrant |
| |
|
|
| 10.1* |
|
Form
of Placement Agency Agreement |
| |
|
|
| 10.2* |
|
Form
of Securities Purchase Agreement |
| |
|
|
| 10.3* |
|
Form
of Registration Rights Agreement |
| |
|
|
| 10.4* |
|
Form
of Equity Purchase Agreement |
| |
|
|
| 10.5* |
|
Form
of Escrow Agreement |
| |
|
|
| 10.6* |
|
Form
of lock-Up Agreement |
| * | To be filed by
amendment. |
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 16, 2026 |
By: |
/s/
Chan Kam Biu Richard |
| |
|
Chan
Kam Biu Richard |
| |
|
Chief
Executive Officer and Director |
