Green Circle Decarbonize Technology Ltd美股招股说明书(2026-01-13版)

1,800,000 Ordinary Shares This Resale Prospectus (this “Prospectus”) relates to the resale from time to time by the selling shareholders identified in this prospectus (the “SellingShareholders”) of up to 1,800,000 Ordinary Shares (“Shares”). We will not receive any of the proceeds from the sale of Shares by the sellingshareholders named in this prospectus (this “Prospectus”). Any Shares sold by the selling shareholders covered by this Prospectus will only occur six months after the trading of our Shares on the NYSEAmerican Market (the “NYSE American”) begins at prevailing market prices or in privately negotiated prices. No sales of the Shares covered by thisProspectus shall occur until six months after the Shares sold in our initial public offering begin trading on the NYSE American. The distribution ofsecurities offered hereby may be effected in one or more transactions that may take place in ordinary brokers’ transactions, privately negotiatedtransactions or through sales to one or more dealers for resale of such securities as principals. Usual and customary or specifically negotiated brokeragefees or commissions may be paid by the selling shareholders. Prior to our initial public offering, there was no public market for our Shares. Our Shares have been approved for listing on the NYSE American and areexpected to commence trading on the NYSE American in connection with our initial public offering, under the ticker symbol “GCDT.” We are, and will be, a “controlled company” under NYSE American Company Guide Section 801(a) as long as our majority shareholder and proposedchief executive officer and proposed executive director, Mr. Chan Kam Biu Richard (“Mr. Chan”) and his affiliates own and hold more than 50% of ouroutstanding Shares. See “Prospectus Summary — Implications of Being a Controlled Company.” For so long as we are a controlled company under thatdefinition, we will be eligible for certain exemptions from the corporate governance requirements of the NYSE American listing rules. If we cease to be a foreign private issuer, we intend to rely on these exemptions. Investors are cautioned that you are buying Shares of a Cayman Islands holding company with operations conducted in Hong Kong by its subsidiary. The Company is a holding company incorporated in the Cayman Islands with no material operations of its own. As a holding company with no materialoperations of its own, the Company conducts its operations in Hong Kong through its subsidiary, Boca International Limited, that is incorporated inHong Kong (the “Operating Subsidiary”). The Shares offered in this offering (this “Offering”) are Shares of Green Circle Decarbonize TechnologyLimited, the Cayman Islands holding company, instead of Shares of the Hong Kong Operating Subsidiary. Investors in this Offering will not directlyhold equity interests in the Operating Subsidiary. Investing in the Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 14 toread about factors you should consider before buying the Shares. Our Operating Subsidiary conducts its business in Hong Kong, a Special Administrative Region of the PRC, and some of the clients of the OperatingSubsidiary are PRC companies that have shareholders or directors that are PRC individuals. As of the date of this Prospectus, we are not subject to theChinese government’s direct influence or discretion over the manner in which we conduct our business activities outside of the PRC. In addition, we donot expect to be materially affected by recent statements by the Chinese government indicating an intent to exert more oversight and control overofferings that are conducted overseas and/or foreign investment in China-based issuers, including, but not limited to the cybersecurity review andregulatory review of overseas listing through an offshore holding company. However, due to long arm provisions under the current PRC laws andregulations, there remains regulatory uncertainty with respect to the implementation and interpretation of laws in China. We are also subject to the risksof uncertainty about any future actions the Chinese government or authorities in Hong Kong may take in this regard. Should the Chinese governmentchoose to exercise significant oversight and discretion over the conduct of our business, they may intervene in or influence our operations. Suchgovernmental actions: ●could result in a material change in our operations; ●could hinder our ability to continue to offer securities to investors; and ●may cause the value of the Shares to significantly decline or be worthless. Additionally, although we own 100% equity interest in our Operating Subsidiary and currently do not have, nor intend to have, any contractualarrangements to establish a variable interest entity (“VIE”) structure with any entity in China, we are still subject to certain legal and operational risksassociated with our Operating Subsidiary b