Green Circle Decarbonize (GCDT) details $100M Reg D equity and warrant deal

Rhea-AI Filing Summary

Green Circle Decarbonize Technology Ltd, a Cayman Islands corporation with principal offices in Hong Kong, filed a notice of an exempt securities offering. The company relies on Regulation D Rule 506(b) to raise capital through equity and related instruments. The offering covers up to $100,000,000 of ordinary shares and up to $2,000,000 of additional shares issuable as consideration under an equity purchase agreement. So far, $1,000,000 has been sold, consisting of 676,205 ordinary shares and 1,143,962 pre-funded warrants exercisable at US$0.001 per share. The first sale occurred on 2026-07-24, and the filing reports remaining securities available for sale under this exempt offering.

Key Figures

Total Amount Sold: $1,000,000 USD Total Remaining to be Sold: $101,001,144 USD Ordinary Shares Offering Capacity: $100,000,000 +5 more

8 metrics

Total Amount Sold $1,000,000 USD Amount of securities already sold in the exempt offering

Total Remaining to be Sold $101,001,144 USD Reported remaining capacity under the exempt offering

Ordinary Shares Offering Capacity $100,000,000 Up to $100,000,000 of ordinary shares in total offering amount clarification

Consideration Shares Capacity $2,000,000 Up to $2,000,000 of shares as consideration for entering equity purchase agreement

Ordinary Shares Issued 676,205 shares $1,000,000 consideration satisfied partly by 676,205 ordinary shares

Pre-funded Warrants Issued 1,143,962 warrants Pre-funded warrants issued as part of $1,000,000 consideration

Warrant Exercise Price US$0.001 per share Exercise price of pre-funded warrants issued in the offering

Date of First Sale 2026-07-24 Date securities were first sold in this exempt offering

Key Terms

Rule 506(b), Regulation D exemption, pre-funded wrt, equity purchase agreement, +2 more

6 terms

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.

Regulation D exemption regulatory

"if the issuer is claiming a Regulation D exemption for the offering"

pre-funded wrt financial

"1,143,962 pre-funded wrt exercisable at US$0.001/sh"

equity purchase agreement financial

"shs issuable as consideration for entering the equity purchase agreement"

An equity purchase agreement is a legal contract that sets the terms for buying ownership shares in a company, including the number of shares, price, and any conditions that must be met before the sale closes. For investors it matters because it determines how much ownership and control they gain, how the company’s value and share count change, and what protections or obligations each side has—think of it as the detailed bill of sale and ground rules for a stock purchase.

covered securities regulatory

"If the securities that are the subject of this Form D are "covered securities""

Notice of 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 is conducting an exempt offering of up to $100,000,000 in ordinary shares plus up to $2,000,000 in additional shares as consideration under an equity purchase agreement, relying on Regulation D Rule 506(b).

How much has Green Circle Decarbonize (GCDT) sold so far in this exempt offering?

As of the notice, Green Circle Decarbonize reports a Total Amount Sold of $1,000,000. This amount reflects securities already issued in the offering, with additional capacity remaining for future sales under the same exemption.

What types of securities is GCDT offering in this Form D financing?

The offering includes equity securities, options, warrants or other rights to acquire another security, and securities to be acquired upon exercise of those rights, including pre-funded warrants with a stated exercise price.

What specific securities has Green Circle Decarbonize (GCDT) issued so far?

The company states that $1,000,000 of consideration was satisfied by issuing 676,205 ordinary shares and 1,143,962 pre-funded warrants, each pre-funded warrant being exercisable at US$0.001 per share.

How much remains available to be sold in Green Circle Decarbonize’s (GCDT) exempt offering?

The notice lists a Total Remaining to be Sold of $101,001,144 under the exempt offering. This figure represents the unsold portion of the securities capacity described in the Form D filing.

When did Green Circle Decarbonize (GCDT) first sell securities in this offering?

The company reports the Date of First Sale as 2026-07-24. This date marks when securities were first sold under the current Regulation D Rule 506(b) exempt offering described in the notice.

Under which exemption is GCDT conducting this securities offering?

Green Circle Decarbonize relies on Rule 506(b) of Regulation D under the Securities Act. The company also certifies it is not disqualified from using Rule 504 or Rule 506 for reasons listed in Rule 504(b)(3) or Rule 506(d).

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

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Available on EDGAR 08/10/2026 - 04:28 PM Accepted by SEC EDGAR 08/10/2026 - 04:28 PM Learn about SEC filing dates

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? X Yes No

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

X	Equity		Pooled Investment Fund Interests
	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 X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$102,001,144	USD	or Indefinite
Total Amount Sold	$1,000,000	USD
Total Remaining to be Sold	$101,001,144	USD	or Indefinite

Clarification of Response (if Necessary):

Total Offering Amt = up to $100,000,000 of ord. shs + up to $2,000,000 of shs issuable as consideration for entering the equity purchase agreement, of which $1,000,000 were issued as 676,205 ord. shs and 1,143,962 pre-funded wrt exercisable at US$0.001/sh

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	$0	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.