The ELOC structure allows the company to sell shares at a discount, creating a built-in incentive for the selling shareholder to resell quickly. With the registration effective, monitor for put notices and subsequent selling pressure. The $0.25 floor price on regular puts means if GCDT stays above that level, the company can continue drawing on the facility, but each draw will dilute existing holders. Watch for any true-up share issuances if the reference price drops below $0.1099.
Executive Summary
Green Circle Decarbonize Technology Ltd filed an F-1 registration statement to register 57,506,538 Class A ordinary shares for resale by selling shareholders Target Capital 1, LLC and Square Gate Capital Master Fund, LLC – Series 1. The shares are issuable under a $100 million Equity Purchase Agreement (ELOC) and related commitment fee arrangements entered into in July 2026. The registration statement became effective on October 5, 2026, per the EFFECT filing, enabling the selling shareholders to resell these shares into the market, which poses significant dilution risk given the company's small public float.
Key Facts
- Registering 57,506,538 post-consolidation Class A ordinary shares for resale by selling shareholders.
- Shares issuable under a $100 million ELOC with Target Capital 1, LLC, where the company can sell shares at 95% of lowest VWAP (regular puts) or 97% of lowest traded price (intraday puts).
- A $2.0 million commitment fee was paid in shares and pre-funded warrants; additional true-up shares may be required if the reference price falls below $0.1099.
- Company has only 2,805,867 Class A shares outstanding post-consolidation; the registered shares represent ~20x the current float.
- CEO Chan Kam Biu Richard controls ~94.97% voting power via Class B shares with 50 votes each.
- Operating subsidiary (Boca International Ltd) had an accumulated deficit as of March 31, 2026, and cannot distribute dividends.
- Auditor ZH CPA, LLC is PCAOB-inspected (last inspection Feb 2025), mitigating delisting risk under HFCA Act.
- Stock closed at $0.42 on Oct 13, 2026; regular put floor price is $0.25 per share.
- No VIE structure; company is a Cayman holding company with Hong Kong operating subsidiary and a Mainland China manufacturing partner.
Financial Impact
Up to $100 million in gross proceeds from ELOC, but at deeply discounted prices (95-97% of market). The 57.5M registered shares represent massive potential dilution vs 2.8M shares outstanding.
Risk Factors
- Massive dilution: registered shares are ~20x current outstanding float.
- Downward price spiral: discounted ELOC sales can depress the stock, triggering more dilutive issuances.
- Accumulated deficit at operating subsidiary prevents dividend distributions to the holding company.
- Concentrated voting control (94.97%) limits minority shareholder influence.
- China/Hong Kong regulatory risks: potential CSRC filing requirements, CAC cybersecurity reviews, and HFCA Act delisting risk if PCAOB access is restricted.
- Note ($10M principal, 20% OID) matures Jan 16, 2027; conversion floor price adjusts downward periodically, increasing dilution.
- Common warrants (4.85M shares) have full-ratchet anti-dilution and periodic price adjustments, further diluting equity.
Investment Themes
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| F-1 Filing (Primary) | 0001493152-26-047046 |
| Exhibit: ex5-1.htm | 0001493152-26-047046 |
| Exhibit: ex107.htm | 0001493152-26-047046 |
| Exhibit: ex23-1.htm | 0001493152-26-047046 |
| Document: 0001493152-26-047046-index-headers.html | 0001493152-26-047046 |
| Document: 0001493152-26-047046-index.html | 0001493152-26-047046 |
| Document: 0001493152-26-047046.txt | 0001493152-26-047046 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 today | SC 13G | $0.1411 | awaiting T+1 | — | $0.1550 (+9.85%) |
Oct 26, 2026 today | 6-K | $0.1453 | awaiting T+1 | — | $0.1550 (+6.68%) |
Oct 21, 2026 5d ago | 6-K | $0.1785 $0.1840 | ▲ +3.08% | ▲ +4.26% | $0.1550 (−13.17%) |
Oct 15, 2026 11d ago | 6-K | $0.3300 $0.2700 | ▲ +18.18% | ▲ +17.08% | $0.1550 (+53.03%) |
Oct 15, 2026 11d ago | 6-K | $0.3300 $0.2700 | ▼ −18.18% | ▼ −17.08% | $0.1550 (−53.03%) |
Oct 14, 2026 12d ago | F-1 | $0.3300 $0.2700 | ▲ +18.18% | ▲ +17.08% | $0.1550 (+53.03%) |
Oct 6, 2026 20d ago | 6-K | $0.2350 $0.1212 | ▼ −48.44% | ▼ −48.20% | $0.1550 (−34.04%) |
Oct 6, 2026 20d ago | EFFECT | $0.2350 $0.1212 | ▲ +48.44% | ▲ +48.20% | $0.1550 (+34.04%) |
Sep 30, 2026 26d ago | 6-K | $3.10 $2.68 | ▼ −13.54% | ▼ −13.72% | $0.1550 (−95.00%) |
Sep 30, 2026 26d ago | Press Release | $0.5170 $0.4465 | ▼ −13.64% | ▼ −13.81% | $0.1550 (−70.02%) |
US Market Status
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