Green Circle F-1 Filing Registers 447 Million Shares Tied to a Note

An F-1 filing can register shares that investors will receive when they convert debt or exercise warrants, and Green Circle Decarbonize Technology Limited used one on September 21, 2026 to register up to 447,004,635 Class A ordinary shares linked to a $10 million convertible note.

What happened

Green Circle is a Cayman Islands holding company that operates through Boca International Limited, a Hong Kong subsidiary. It provides energy-saving and decarbonization solutions. Its Class A ordinary shares trade on the NYSE American as GCDT, after an initial public offering that began trading on January 13, 2026. The prospectus reports a closing price of $0.38 on September 18, 2026.

The F-1 registers resales by one selling shareholder of:

• Up to 182,016,746 Class A shares issuable on conversion of an unsecured convertible promissory note.
• Up to 264,987,889 Class A shares issuable on exercise of common warrants.

Both securities were sold in a July 2026 private placement under a securities purchase agreement dated July 16, 2026. The note has a principal amount of $10,000,000, matures on January 16, 2027, and carries a 20% original issue discount, so the investor paid less than face value. The warrants initially covered 29,122,679 shares at an exercise price of $2.00.

How it works

Conversion pricing is variable. The note converts at the greater of a floor of $0.1099 per share and 80% of the lowest closing price in the five trading days before the conversion notice. The floor can be lowered, including automatically if Green Circle sells shares below it, and a periodic six-month adjustment also applies.

The warrant share count also looks large next to the initial terms. The filing says that if the lowest VWAP after certain events falls below the warrant exercise price, the price resets lower and the number of warrant shares rises, so that the total exercise price stays the same. The 264,987,889 warrant shares registered are far above the initial 29,122,679.

The same investor also signed an equity purchase agreement for up to $100 million of Class A shares, for which Green Circle agreed to pay a $2.0 million commitment fee in shares. Those shares will be registered separately. Both the note and the warrants limit the holder to 4.99% of the outstanding Class A shares at any time. Green Circle will not receive proceeds from resales, except cash from warrant exercises.

The prospectus also reports a going concern explanatory paragraph in its audited financial statements, a September 8, 2026 partnership with a manufacturer in mainland China, and a share reclassification into Class A and Class B shares effective August 11, 2026.

Green Circle also describes its operating risk plainly. It has no variable interest entity contracts, but its Hong Kong subsidiary carried out project activities in Macau during fiscal 2026 and relies on a mainland manufacturer. The prospectus warns that Chinese authorities could intervene in or influence its operations at any time, which could affect the value of the shares.

Key terms

• Original issue discount: debt issued below face value, so the lender’s return includes the discount.
• Floor price: the lowest conversion price a note allows, unless it is reset.
• Variable-rate conversion: pricing tied to future market prices, so more shares are issued when the price falls.
• Common warrants: rights to buy shares at a set price, here with a reset feature.
• Beneficial ownership cap: a limit stopping a holder from owning more than 4.99% at once.

FAQ

Will Green Circle receive money from this registration? Only if warrants are exercised for cash.

Why do variable conversion terms matter? A lower share price means more shares for the same note balance, which can dilute existing holders.

Is the equity line covered here? No. The shares for the equity purchase agreement are to be registered on a separate statement.