Green Circle closes $8M convertible note placement

A registration statement covering the Investor’s resale of shares issuable through note conversion and warrant exercise became effective October 5, 2026.

Rhea-AI Filing Summary

Green Circle Decarbonize Technology Ltd. closed its private placement with Target Capital 1, LLC after receiving the full US$8,000,000 aggregate subscription price for an unsecured convertible promissory note with US$10,000,000 aggregate principal and common warrants to purchase up to 29,122,679 Class A Ordinary Shares, or 4,853,780 shares following the six to one share consolidation effected October 7, 2026.

The Investor paid US$2,000,000 on July 24, 2026, US$500,000 on September 1, 2026, and two final-tranche payments of US$2,000,000 on October 8, 2026 and US$3,500,000 on October 13, 2026. A resale registration covering shares issuable upon conversion of the note and exercise of the warrants was declared effective October 5, 2026.

Key Figures

Aggregate principal amount: US$10,000,000 Aggregate subscription price: US$8,000,000 Common Warrant share amount: Up to 29,122,679 Class A Ordinary Shares +5 more

8 metrics

Aggregate principal amount US$10,000,000 Unsecured convertible promissory note

Aggregate subscription price US$8,000,000 Private placement; fully funded and closed

Common Warrant share amount Up to 29,122,679 Class A Ordinary Shares Amount stated before comparison with the share consolidation

Common Warrant share amount following consolidation 4,853,780 Class A Ordinary Shares Following the six to one share consolidation effected October 7, 2026

First tranche US$2,000,000 Funded July 24, 2026

Second tranche US$500,000 Funded September 1, 2026

Third and final tranche payment US$2,000,000 Funded October 8, 2026

Third and final tranche payment US$3,500,000 Funded October 13, 2026

Key Terms

unsecured convertible promissory note, Common Warrants, aggregate subscription price, resale

4 terms

unsecured convertible promissory note financial

"issue and sell to the Investor an unsecured convertible promissory note"

Common Warrants financial

"common warrants (the “Common Warrants”) to purchase up to"

A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.

aggregate subscription price financial

"with an aggregate subscription price of US$8,000,000"

The aggregate subscription price is the total money due for a subscription agreement or offering, calculated by multiplying the price per share or unit by the number of shares or units being subscribed and adding any separate tranches or fees. It matters to investors because it shows the full size of the cash inflow or commitment from a financing—like a shopping-cart total—helping gauge how much capital is being raised or how large an ownership change might be.

resale regulatory

"register the resale by the Investor"

Resale is the act of selling an item, asset, or security by someone who previously bought it rather than by the original maker or issuer. It matters to investors because resale activity affects how easily an investment can be sold, the price buyers are willing to pay, and the potential profit or loss — like selling a used car: condition, demand and market rules determine what you can get for it.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did GCDT receive in the private offering?

Green Circle Decarbonize Technology Ltd. received the full US$8,000,000 aggregate subscription price. Target Capital 1, LLC paid US$2,000,000 on July 24, 2026, US$500,000 on September 1, 2026, US$2,000,000 on October 8, 2026, and US$3,500,000 on October 13, 2026.

What did GCDT register for resale?

The registration statement covered the Investor’s resale of Class A Ordinary Shares issuable upon conversion of the note and exercise of the Common Warrants. It was declared effective on October 5, 2026.

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

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/15/2026 - 09:18 AM EDT Accepted by SEC EDGAR 10/15/2026 - 09:18 AM EDT 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 October 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 by Green Circle Decarbonize Technology Limited, a Cayman Islands exempted company (the “Company”), in the Company’s Report of Foreign Private Issuer on Form 6-K furnished with the Securities and Exchange Commission (the “Commission”) on July 16, 2026 and July 24, 2026, the Company entered into a securities purchase agreement dated July 16, 2026 (the “Securities Purchase Agreement”) with Target Capital 1, LLC (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor an unsecured convertible promissory note (the “Note”) in the aggregate principal amount of US$10,000,000, with an aggregate subscription price of US$8,000,000, and common warrants (the “Common Warrants”) to purchase up to 29,122,679 Class A Ordinary Shares (the “Class A Ordinary Shares”) (or 4,853,780 Class A Ordinary Shares following a six to one share consolidation of all issued and unissued shares of the Company that was effected on October 7, 2026) in a private placement (the “Offering”).

The first tranche of the Offering was funded on July 24, 2026, when the Investor paid US$2,000,000. On September 1, 2026, the Investor funded an additional US$500,000 in connection with the second tranche of the Offering. The third and final tranche was funded in two payments, consisting of US$2,000,000 on October 8, 2026 and US$3,500,000 on October 13, 2026. Following receipt of these payments, the Company has received the entire aggregate subscription price of US$8,000,000, and the Offering is fully funded and closed.

On September 21, 2026, the Company filed a registration statement on Form F-1 (File No. 333-299036) with the Commission to register the resale by the Investor of the Class A Ordinary Shares issuable upon conversion of the Note and exercise of the Common Warrants. The registration statement was declared effective by the Commission on October 5, 2026.

The foregoing description of the Offering is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, the Note and the Common Warrants, copies of which were previously filed as exhibits to the Company’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission on July 16, 2026 (SEC Accession No. 0001493152-26-033542).

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 Limited
Date: October 15, 2026	By:	/s/ Chan Kam Biu Richard
		Chan Kam Biu Richard
		Chief Executive Officer and Director