CitroTech (CITR) holder BoltRock updates 19.2% stake and governance rights

Rhea-AI Filing Summary

BoltRock Holdings LLC and Craig A. Huff report updated beneficial ownership in CitroTech Inc., holding 4,528,936 common shares on an as-converted basis, or about 19.2% of the class. This stake includes 3,357,467 common shares, 664,107 shares issuable from 199,232 Series C Convertible Preferred shares, and 507,362 shares issuable upon warrant exercise.

On May 28, 2026, CitroTech and BoltRock entered a Stock Exchange and Stockholders Agreement. BoltRock exchanged 302,526 Series A Preferred shares for 103,558 Series C Convertible Preferred shares for no additional consideration, and gained governance rights while holding at least 10% of CitroTech’s common stock on an as-converted basis.

For so long as this 10% threshold is met, BoltRock may appoint or replace one board member or a board observer, must consent for 12 months to any C‑suite hiring or termination, and must consent to specified related‑party arrangements. CitroTech also agrees to use commercially reasonable efforts to facilitate any equity sales by BoltRock.

Insights

Governance & control specialist

BoltRock formalizes a near-20% stake with notable governance rights.

BoltRock and Craig A. Huff disclose beneficial ownership of 4,528,936 CitroTech common shares, or about 19.2%. The position combines existing common shares, convertible Series C Preferred shares, and warrants, signaling a structured, hybrid equity stake rather than a simple common-stock holding.

The new Stock Exchange and Stockholders Agreement swaps Series A for Series C Preferred and grants governance rights while BoltRock holds at least 10% of CitroTech on an as-converted basis. These rights include appointing one board member or observer and consent rights over C‑suite personnel changes and certain related‑party transactions for 12 months after May 28, 2026.

CitroTech also agrees to use commercially reasonable efforts to support potential equity sales by BoltRock. Overall, the filing clarifies BoltRock’s influence and board access rather than signaling a directional change in its position; any future impact will depend on how these rights are exercised and on subsequent transactions disclosed in later filings.

Key Figures

Beneficial ownership: 4,528,936 shares Ownership percentage: 19.2% of class Common shares held: 3,357,467 shares +5 more

8 metrics

Beneficial ownership 4,528,936 shares CitroTech common shares beneficially owned by BoltRock and Craig Huff

Ownership percentage 19.2% of class CitroTech common shares on an as-converted basis

Common shares held 3,357,467 shares CitroTech common shares directly counted in BoltRock position

Shares from Series C Preferred 664,107 shares Common shares issuable from 199,232 Series C Convertible Preferred shares

Shares from warrants 507,362 shares Common shares issuable upon exercise of certain warrants held by BoltRock

CitroTech shares outstanding 22,357,412 shares Common shares outstanding as referenced from Form 10-Q filed May 15, 2026

Series A exchanged 302,526 shares Series A Preferred exchanged for Series C Convertible Preferred on May 28, 2026

Series C received 103,558 shares Series C Convertible Preferred received in exchange, for no additional consideration

Key Terms

beneficial ownership, Series C Convertible Preferred Stock, Stock Exchange and Stockholders Agreement, commercially reasonable efforts, +1 more

5 terms

beneficial ownership financial

"The Reporting Persons have beneficial ownership of 4,528,936 shares of Common Shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Series C Convertible Preferred Stock financial

"103,558 shares of Series C Convertible Preferred Stock for no additional consideration"

Series C convertible preferred stock is a class of investment shares issued in a later private financing round that combine safety and upside: they usually pay ahead of ordinary shares if a company pays dividends or is sold, but can be converted into common stock to share in future growth. For investors this acts like a VIP ticket with a safety net—offering priority protection while preserving the option to participate in a successful exit.

Stock Exchange and Stockholders Agreement financial

"entered into a Stock Exchange and Stockholders Agreement (the "Agreement")"

commercially reasonable efforts financial

"the Issuer must use commercially reasonable efforts to facilitate any sale of equity securities"

warrants financial

"507,362 Common Shares issuable upon the exercise of certain warrants held by BoltRock"

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.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

CitroTech Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

369759204

(CUSIP Number)

BoltRock Holdings LLC
712 5th Avenue, 22nd Floor
New York, NY, 10019
(212) 735-2691

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/28/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 369759204

1

Name of reporting person

BoltRock Holdings LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO, WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,528,936.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,528,936.00

11

Aggregate amount beneficially owned by each reporting person

4,528,936.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.2 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 369759204

1

Name of reporting person

Craig A. Huff

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,528,936.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,528,936.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,528,936.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: CitroTech Inc.
(c)	Address of Issuer's Principal Executive Offices: 6400 S. Fiddlers Green Cir, Suite 300, Greenwood Village, COLORADO , 80111.
Item 1 Comment: This Amendment No. 3 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission ("SEC") on March 24, 2025 (as subsequently amended, the "Schedule 13D"). Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following: The information in Item 4 of this Amendment No. 3 is hereby incorporated by reference into this Item 3.
Item 4.	Purpose of Transaction
	The information in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: On May 28, 2026, the Issuer and BoltRock Holdings LLC ("BoltRock") entered into a Stock Exchange and Stockholders Agreement (the "Agreement"), pursuant to which BoltRock exchanged 302,526 shares of Series A Preferred Stock for 103,558 shares of Series C Convertible Preferred Stock for no additional consideration (the "Series A Exchange"). The Series A Exchange closed on May 28, 2026. Among other things, the Agreement also provides that: (i) for so long as BoltRock beneficially owns at least 10% of the Issuer's issued and outstanding common stock ("Common Shares"), assuming the conversion of all outstanding derivative securities BoltRock holds into Common Shares, BoltRock has the right, but not the obligation, to appoint or replace, as applicable, one member of the Issuer's board of directors (the "Board") and any committee of the Board (and, if BoltRock has not so appointed a member of the Board, BoltRock instead has the right to appoint a Board observer); (ii) the Issuer may not, without the prior written consent of BoltRock (a) for 12 months following May 28, 2026, hire or terminate any individual to a C-suite level or equivalent executive position or (b) enter into any transaction, agreement or arrangement, or any amendment or termination of or waiver under any transaction, agreement or arrangement between or among the Issuer, TC Special Investments, LLC or any of their respective affiliates or any director, officer or employee thereof, as applicable; (iii) the Issuer must use commercially reasonable efforts to facilitate any sale of equity securities of the Issuer by BoltRock pursuant to Rule 144 under the Securities Act of 1933, as amended, including causing the removal of any restrictive legend or similar restriction on the Issuer securities held by BoltRock or any of its affiliates; (iv) the Issuer must use commercially reasonable efforts to file a registration statement with the SEC registering the resale of certain equity securities of the Issuer held by BoltRock as may be requested by BoltRock; and (v) for 18 months following May 28, 2026, BoltRock may not sell any shares of Series C Convertible Preferred Stock acquired from the Exchange without the Issuer's prior written consent, subject to certain limited exceptions. The above description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is filed as an exhibit hereto and incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	The information in Item 5 of the Schedule 13D is hereby amended and restated as follows: The Reporting Persons have beneficial ownership of 4,528,936 shares of Common Shares, which consists of (i) 3,357,467 Common Shares, (ii) 664,107 Common Shares issuable upon the conversion of 199,232 Series C Shares and (iii) 507,362 Common Shares issuable upon the exercise of certain warrants held by BoltRock. The percentage of beneficial ownership is approximately 19.2% of the outstanding Common Shares. The percentage was calculated based on 22,357,412 Common Shares outstanding as disclosed in the Issuer's Quarterly Report on Form 10-Q filed on May 15, 2026, (ii) 664,107 Common Shares issuable upon the conversion of 199,232 Series C Shares held by BoltRock and (iii) 507,362 Common Shares issuable upon the exercise of certain warrants held by BoltRock.
(b)	The information set forth in rows 7 through 10 of the cover pages to this Amendment No. 3 is incorporated by reference into this Item 5(b).
(c)	Other than as described in this Amendment No. 3, the Reporting Persons have not effected any transactions in Common Shares during the past 60 days.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following: The information in Item 4 of this Amendment No. 3 is hereby incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	12. Stock Exchange and Stockholders Agreement by and between CitroTech Inc. and BoltRock Holdings, LLC, dated May 28, 2026 (incorporated by reference to CitroTech Inc.'s Current Report on Form 8-K filed on June 1, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BoltRock Holdings LLC

Signature:	/s/ Craig A. Huff
Name/Title:	Managing Member
Date:	06/01/2026

Craig A. Huff

Signature:	/s/ Craig A. Huff
Name/Title:	Craig A. Huff
Date:	06/01/2026

FAQ

How much of CitroTech (CITR) stock does BoltRock now beneficially own?

BoltRock and Craig A. Huff report beneficial ownership of 4,528,936 CitroTech common shares, representing about 19.2% of the class. This total includes existing common shares, shares issuable from Series C Convertible Preferred stock, and shares issuable upon the exercise of warrants.

What transaction did BoltRock enter into with CitroTech (CITR) on May 28, 2026?

On May 28, 2026, BoltRock and CitroTech entered a Stock Exchange and Stockholders Agreement. BoltRock exchanged 302,526 Series A Preferred shares for 103,558 Series C Convertible Preferred shares for no additional consideration, reshaping its preferred equity position without adding new cash investment.

What board rights does BoltRock receive under the CitroTech agreement?

While BoltRock beneficially owns at least 10% of CitroTech’s common stock on an as-converted basis, it may appoint or replace one board member and any board committee member. If it does not appoint a director, it instead gains the right to appoint a board observer.

How is BoltRock’s 4,528,936-share CitroTech stake composed?

The 4,528,936 CitroTech shares include 3,357,467 common shares, 664,107 common shares issuable from 199,232 Series C Convertible Preferred shares, and 507,362 common shares issuable upon exercise of warrants. Together, these holdings represent approximately 19.2% of CitroTech’s outstanding common shares on an as-converted basis.

What consent rights does BoltRock gain over CitroTech’s management decisions?

For 12 months after May 28, 2026, CitroTech may not hire or terminate any C-suite or equivalent executive without BoltRock’s prior written consent. BoltRock’s consent is also required for specified related-party transactions involving TC Special Investments, affiliates, and certain directors, officers, or employees.

How does CitroTech (CITR) support potential share sales by BoltRock?

CitroTech agrees to use commercially reasonable efforts to facilitate any sale of its equity securities by BoltRock. This commitment focuses on practical support for BoltRock’s potential liquidity events rather than setting specific sale terms or timing in the agreement’s description.