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  4. [D] Green Circle Decarbonize Technology Ltd SEC Filing

Green Circle Decarbonize (GCDT) details $2M sold in Reg D note and warrant deal

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
D

Rhea-AI Filing Summary

Green Circle Decarbonize Technology Ltd, a Cayman Islands corporation based in Hong Kong, is conducting a private securities offering relying on Regulation D Rule 506(b). The offering covers a mix of equity, debt, options/warrants, and securities issuable upon exercise of those warrants.

The company reports having sold $2,000,000 USD of securities, with $64,245,358 USD remaining available for sale. The overall structure includes a convertible note with principal of $10,000,000 sold at a $8,000,000 purchase price, plus warrants exercisable at $2.00 per share, subject to adjustment. Revere Securities LLC is identified in the sales compensation section, and no finders’ fees are reported.

Positive

  • None.

Negative

  • None.
Total Amount Sold $2,000,000 USD Amount of securities already sold in the exempt offering
Total Remaining to be Sold $64,245,358 USD Remaining securities available in the ongoing offering
Convertible Note Principal $10,000,000 Principal amount of the convertible note included in the offering
Convertible Note Purchase Price $8,000,000 Purchase price for the $10,000,000 principal convertible note
Warrant Exercise Price US$2.00 per share Exercise price for warrants, subject to adjustment
Exemption Relied Upon Rule 506(b) Regulation D exemption selected for the private offering
Date of First Sale 2026-07-24 Reported date when the first sale in the offering occurred
Finders' Fees $0 USD Reported amount of finders’ fees related to the offering
Regulation D regulatory
"Certifying that, if the issuer is claiming a Regulation D exemption for the offering"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
Rule 506(b) regulatory
"X | Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
convertible note financial
"Total Offering Amount includes convertible note, principal amount $10,000,000"
A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.
warrants financial
"+ warrants exercisable at US$2.00/share, subject to adjustment."
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
exempt offering of securities regulatory
"FORM D Notice of Exempt Offering of Securities"

FAQ

What is Green Circle Decarbonize Technology Ltd (GCDT) raising under this Form D?
Green Circle Decarbonize Technology Ltd is raising capital through a private offering under Regulation D Rule 506(b), involving equity, debt, and warrant securities sold to qualified investors.

How much has Green Circle Decarbonize Technology Ltd (GCDT) sold so far in this exempt offering?
The company reports a Total Amount Sold of $2,000,000 USD. This represents the portion of its exempt securities offering that has already been purchased by investors as of the reported date.

What amount remains available to be sold in Green Circle Decarbonize Technology Ltd’s (GCDT) offering?
Green Circle Decarbonize Technology Ltd discloses a Total Remaining to be Sold of $64,245,358 USD. This figure represents the unsold portion of the securities included in the ongoing private offering.

What are the key terms of the convertible note in Green Circle Decarbonize Technology Ltd’s (GCDT) Form D?
The total offering amount includes a convertible note with $10,000,000 principal and a $8,000,000 purchase price, together with warrants, indicating a discounted note structure for investors.

At what price are the warrants in Green Circle Decarbonize Technology Ltd’s (GCDT) offering exercisable?
The warrants described are exercisable at US$2.00 per share, subject to adjustment. This exercise price defines the cost for warrant holders to acquire the underlying equity shares.

Which intermediary is named in Green Circle Decarbonize Technology Ltd’s (GCDT) Form D for sales compensation?
The filing identifies Revere Securities LLC, located at 560 Lexington Avenue, New York, in the sales compensation section. The company also reports $0 USD in finders’ fees for the offering.

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

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The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001926293
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
Green Circle Decarbonize Technology Ltd
Jurisdiction of Incorporation/Organization
CAYMAN ISLANDS
Year of Incorporation/Organization
Over Five Years Ago
X Within Last Five Years (Specify Year) 2022
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Green Circle Decarbonize Technology Ltd
Street Address 1 Street Address 2
FLAT 1809, PROSPERITY PLACE 6 SHING YIP STREET, KWUN TONG
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
KOWLOON HONG KONG 000 852-2882-1222

3. Related Persons

Last Name First Name Middle Name
Chan Kam Biu Richard
Street Address 1 Street Address 2
Flat 1809, Prosperity Place 6 Shing Yip Street, Kwun Tong
City State/Province/Country ZIP/PostalCode
Kowloon HONG KONG 000
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Leung Louis Ho Ming
Street Address 1 Street Address 2
Flat 1809, Prosperity Place 6 Shing Yip Street, Kwun Tong
City State/Province/Country ZIP/PostalCode
Kowloon HONG KONG 000
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Lui Lai Yuen
Street Address 1 Street Address 2
Flat 1809, Prosperity Place 6 Shing Yip Street, Kwun Tong
City State/Province/Country ZIP/PostalCode
Kowloon HONG KONG 000
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Matsuda Michele Takis
Street Address 1 Street Address 2
Flat 1809, Prosperity Place 6 Shing Yip Street, Kwun Tong
City State/Province/Country ZIP/PostalCode
Kowloon HONG KONG 000
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Hui Ringo Wing Kun
Street Address 1 Street Address 2
Flat 1809, Prosperity Place 6 Shing Yip Street, Kwun Tong
City State/Province/Country ZIP/PostalCode
Kowloon HONG KONG 000
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Man Chan Sze
Street Address 1 Street Address 2
Flat 1809, Prosperity Place 6 Shing Yip Street, Kwun Tong
City State/Province/Country ZIP/PostalCode
Kowloon HONG KONG 000
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
X
 Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
X Decline to Disclose Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2026-07-24 First Sale Yet to Occur
Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
Yes X No

9. Type(s) of Securities Offered (select all that apply)

X Equity Pooled Investment Fund Interests
X Debt Tenant-in-Common Securities
X Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
X Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number None
Revere Securities LLC 14178
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
560 LEXINGTON AVENUE, 16TH FLOOR
City State/Province/Country ZIP/Postal Code
NEW YORK NEW YORK 10022
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States		 All States
Foreign/non-US
ARIZONA

13. Offering and Sales Amounts

Total Offering Amount $66,245,358 USD
or Indefinite
Total Amount Sold $2,000,000 USD
Total Remaining to be Sold $64,245,358 USD
or Indefinite

Clarification of Response (if Necessary):

Total Offering Amount includes convertible note, principal amount $10,000,000, purchase price $8M, + warrants exercisable at US$2.00/share, subject to adjustment.

14. Investors

 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $137,500 USD
Estimate
Finders' Fees $0 USD
Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
Green Circle Decarbonize Technology Ltd /s/ Chan Kam Biu Richard Chan Kam Biu Richard Chief Executive Officer 2026-08-10

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

Source: View Original Filing on SEC EDGAR