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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2026
Commission File Number: 001-43046
Green Circle Decarbonize Technology Limited
(Registrant’s Name)
Green Circle Decarbonize Technology Limited
Unit 1809, Prosperity Place, 6 Shing Yip St.
Kwun Tong, Kowloon, Hong Kong
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
On January 13, 2026, Green Circle Decarbonize Technology Limited, a Cayman Islands exempted company (the “Company”), consummated its initial public offering (the “IPO”) of 2,500,000 ordinary shares, par value $0.001 per share (each, an “Ordinary Share” and the Ordinary Shares sold in the IPO are hereafter referred to as the “IPO Shares”).
The Company has also granted the underwriters a 45-day option to purchase up to an additional 375,000 Ordinary Shares to cover over-allotments (the “Over-Allotment Shares”), if any (the “Over-Allotment Option”).
On February 12, 2026, the Company issued and sold to the underwriter 375,000 Ordinary Shares at a price of $4.00 per share, pursuant to the full exercise of the Over-Allotment Option, resulting in additional gross proceeds of approximately $1,500,000. As a result, the Company has raised aggregate gross proceeds of $11,500,000 in the IPO, including the exercise of the Over-Allotment Option, prior to deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
On February 12, 2026, the Company issued a press release announcing the issuance and sale of the Over-Allotment Shares, a copy of which is attached as Exhibit 99.1 and is incorporated by reference herein.
This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated February 12, 2026 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Green Circle Decarbonize Technology Ltd. | ||
| Date: February 12, 2026 | By: | /s/ Chan Kam Biu Richard |
| Chan Kam Biu Richard | ||
| Chief Executive Officer and Director | ||
Exhibit 99.1
Green Circle Decarbonize Technology Limited Announces Closing of the Underwriter’s Over-Allotment Option in Connection with its Initial Public Offering
Hong Kong, February 12, 2026 – Green Circle Decarbonize Technology Limited (the “Company” or “Green Circle”) (NYSE: GCDT), a Cayman Islands holding company that develops and manufactures Phase Change Material (PCM-TES) storage system in designs and applying on cooling and heating system though its Hong Kong subsidiary, Boca International Limited. The Company today announced that it closed the sale of an additional 375,000 ordinary shares of the Company, pursuant to the full exercise of the underwriter’s over-allotment option granted in connection with the Company’s initial public offering (“IPO”, together with such over-allotment closing, the “Offering”), at the IPO price of $4.00 per share, less underwriting discounts. As a result, the Company has raised aggregate gross proceeds of $11,500,000, including the previously announced IPO gross proceeds of $10,000,000, prior to deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
RBW Capital Partners LLC, whose securities and brokerage services are offered through Dawson James Securities, Inc. (“RBW”), acted as the representative underwriter for the Offering, with Revere Securities LLC acting as the co-manager. Nauth LPC served as counsel to the Company, and Manatt, Phelps & Phillips, LLP served as counsel to RBW in connection with the Offering.
A registration statement on Form F-1 (File No. 333-276943) relating to the Offering, as amended, has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and was declared effective by the SEC on December 30, 2025. The Offering is being made only by means of a prospectus. A copy of the final prospectus relating to the Offering, when available, may be obtained from RBW Capital Partners LLC, whose securities and brokerage services are offered through Dawson James Securities, Inc., 101 North Federal Highway, Suite 600, Boca Raton, FL 33432, or by calling +1 (561) 391-5555 or by logging on to the SEC’s website at www.sec.gov.
Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more complete information about the Company and the Offering. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offers, solicitations or sales would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. Any offers, solicitations, or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.
About Green Circle Decarbonize Technology Limited
Green Circle Decarbonize Technology Limited is a Cayman Islands holding company operating through its Hong Kong subsidiary, Boca International Limited. The Company is a provider of advanced energy saving solutions supported by proprietary phase change thermal energy storage materials and thermal engineering services.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements, including, but not limited to, the Company’s proposed Offering. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the Offering will be successfully completed. Investors can find many (but not all) of these statements by the use of words such as “aim”, “anticipate”, “believe”, “estimate”, “expect”, “going forward”, “intend”, “may”, “plan”, “potential”, “predict”, “propose”, “seek”, “should”, “will”, “would” or other similar expressions in this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.
For more information, please contact:
Green Circle Decarbonize Technology Limited
Investor Relations Department
Email: dr.richardchan@gmail.com