BoltRock lifts CitroTech (CITR) stake via note conversion and warrants

Rhea-AI Filing Summary

BoltRock Holdings LLC and Craig A. Huff report beneficial ownership of 4,183,743 CitroTech common shares, representing about 20.0% of the company. This total includes 3,357,467 existing shares, plus 318,914 shares issuable from 95,674 Series C Shares and 507,362 shares issuable from warrants held by BoltRock.

On April 7, 2026, CitroTech issued BoltRock a five-year warrant to purchase 46,250 shares at $3.00 per share in connection with extending the maturity of a Convertible Note. On April 28, 2026, CitroTech issued 940,799 shares to BoltRock upon converting $2,222,000 of principal plus accrued interest at a $2.40 per share conversion rate. BoltRock also appointed Huff to CitroTech’s board on October 21, 2025 under an existing securities purchase and stockholders agreement.

Insights

Equity ownership and governance analyst

BoltRock’s 20% stake and board seat highlight a concentrated, actively structured position in CitroTech.

BoltRock Holdings LLC and Craig A. Huff now report beneficial ownership of 4,183,743 CitroTech common shares, about 20.0% of outstanding shares. The stake blends existing common stock, Series C convertible shares, and warrants, signaling a multi-instrument capital structure exposure.

CitroTech issued 940,799 shares on April 28, 2026 upon conversion of a Convertible Note for $2,222,000 in principal plus interest at $2.40 per share, and granted a warrant for 46,250 shares at $3.00 per share on April 7, 2026. Huff’s October 21, 2025 board appointment under a securities purchase and stockholders agreement ties this financial stake to formal governance influence.

Key Figures

Beneficial ownership: 4,183,743 common shares Ownership percentage: 20.0% Shares outstanding: 19,150,234 shares +5 more

8 metrics

Beneficial ownership 4,183,743 common shares Total CitroTech shares beneficially owned by Reporting Persons

Ownership percentage 20.0% Percent of CitroTech common stock represented by 4,183,743 shares

Shares outstanding 19,150,234 shares CitroTech common shares outstanding per Schedule 14C used in calculation

Convertible Note conversion shares 940,799 shares Shares issued to BoltRock on April 28, 2026 upon note conversion

Convertible Note principal $2,222,000 Outstanding principal converted to CitroTech shares at $2.40 per share

Conversion rate $2.40 per share Price used to convert Convertible Note into 940,799 shares

New warrant size 46,250 shares at $3.00 CitroTech warrant issued April 7, 2026 with five-year term

Series C conversion shares 318,914 shares Common shares issuable upon conversion of 95,674 Series C Shares

Key Terms

beneficial ownership, Convertible Note, Series C Shares, warrants, +2 more

6 terms

beneficial ownership financial

"The Reporting Persons have beneficial ownership of 4,183,743 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.

Convertible Note financial

"upon the conversion of the Convertible Note for the outstanding principal amount of $2,222,000"

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.

Series C Shares financial

"318,914 Common Shares issuable upon the conversion of 95,674 Series C Shares"

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.

securities purchase and stockholders agreement financial

"pursuant to the terms of the securities purchase and stockholders agreement with TC Special Investments, LLC"

Schedule 13D regulatory

"This Amendment No. 2 to amends and supplements the statement on originally filed"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

04/28/2026

(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 4,183,743.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,183,743.00

11

Aggregate amount beneficially owned by each reporting person

4,183,743.00

12

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

13

Percent of class represented by amount in Row (11)

20.0 %

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 4,183,743.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,183,743.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,183,743.00

12

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

13

Percent of class represented by amount in Row (11)

20.0 %

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. 2 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 2.	Identity and Background
(a)	This Amendment No. 2 is being filed by BoltRock Holdings LLC ("BoltRock") and Craig A. Huff (collectively, the "Reporting Persons") with respect to the common stock, par value $0.0001 per share (the "Common Shares") of CitroTech Inc. (the "Issuer").
(b)	The principal business address of the Reporting Persons is 712 5th Avenue, 22nd Floor, New York, NY 10019.
(c)	The principal business of BoltRock is in the investment of securities. The principal occupation of Mr. Huff is day-to-day management and oversight of BoltRock.
(d)	During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	See Row 6 of each of the cover pages.
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: On April 7, 2026, in connection with the extension of the maturity date of the Convertible Note held by BoltRock, the Issuer issued to BoltRock a warrant to purchase 46,250 Common Shares at an exercise price of $3.00 per share. The warrant has a five-year term commencing on its date of issuance. On April 28, 2026, the Issuer issued to BoltRock 940,799 Common Shares upon the conversion of the Convertible Note for the outstanding principal amount of $2,222,000 plus accrued and unpaid interest, at the conversion rate of $2.4 per share.
Item 4.	Purpose of Transaction
	The information in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: The information in Item 3 of this Amendment No. 2 is hereby incorporated by reference into this Item 4. On October 21, 2025, pursuant to the terms of the securities purchase and stockholders agreement with TC Special Investments, LLC, BoltRock appointed Mr. Huff as a member of the Issuer's board of directors.
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 4,183,743 Common Shares, which consists of (i) 3,357,467 Common Shares, (ii) 318,914 Common Shares issuable upon the conversion of 95,674 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 20.0% of the outstanding Common Shares. The percentage was calculated based on (i) 19,150,234 Common Shares outstanding as disclosed in the Issuer's Preliminary Information Statement on Schedule 14C filed on April 15, 2026, (ii) 318,914 Common Shares issuable upon the conversion of 95,674 Series C Shares held by BoltRock, (iii) 507,362 Common Shares issuable upon the exercise of certain warrants held by BoltRock and (iv) 940,799 Common Shares issued to BoltRock for the conversion of the Convertible Note on April 28, 2026.
(b)	The information set forth in rows 7 through 10 of the cover pages to this Amendment No. 2 is incorporated by reference into this Item 5(b).
(c)	Other than as described in this Amendment No. 2, the Reporting Persons have not effected any transactions in Common Shares during the past 60 days.
(d)	Not applicable.
(e)	Not applicable.

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:	04/30/2026

Craig A. Huff

Signature:	/s/ Craig A. Huff
Name/Title:	Craig A. Huff
Date:	04/30/2026

FAQ

How many CitroTech (CITR) shares do BoltRock Holdings and Craig A. Huff beneficially own?

BoltRock Holdings LLC and Craig A. Huff beneficially own 4,183,743 CitroTech common shares. This includes 3,357,467 existing shares plus 318,914 shares issuable from 95,674 Series C Shares and 507,362 shares issuable upon exercise of certain warrants held by BoltRock.

What percentage of CitroTech (CITR) does BoltRock’s 4,183,743 shares represent?

Their 4,183,743 CitroTech common shares represent approximately 20.0% of the company’s outstanding common stock. The percentage is based on 19,150,234 shares outstanding, plus additional shares issuable from BoltRock’s Series C holdings, warrants, and the Convertible Note conversion.

How did BoltRock increase its CitroTech (CITR) stake through the Convertible Note?

On April 28, 2026, CitroTech issued BoltRock 940,799 common shares upon converting a Convertible Note. The conversion covered $2,222,000 of principal plus accrued and unpaid interest at a conversion rate of $2.40 per share, expanding BoltRock’s equity position in the company.

What are the key terms of the warrant CitroTech issued to BoltRock Holdings?

On April 7, 2026, CitroTech issued BoltRock a warrant to purchase 46,250 common shares at an exercise price of $3.00 per share. The warrant has a five-year term starting on its issuance date, adding potential future equity exposure for BoltRock if exercised.

How is BoltRock’s CitroTech (CITR) stake structured between common stock, Series C, and warrants?

BoltRock’s 4,183,743 beneficially owned shares consist of 3,357,467 common shares, 318,914 common shares issuable from 95,674 Series C Shares, and 507,362 common shares issuable upon the exercise of certain warrants. This mix combines current ownership with additional contingent equity rights.

Does Craig A. Huff have a governance role at CitroTech (CITR)?

Yes. On October 21, 2025, BoltRock appointed Craig A. Huff to CitroTech’s board of directors. The appointment was made pursuant to a securities purchase and stockholders agreement with TC Special Investments, LLC, aligning BoltRock’s significant ownership with board-level representation.