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1、F-1 1 formf-1.htm As filed with the Securities and Exchange Commission on February 8,2024 Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Form F-1 REGISTRATION STATEMENTUNDER THE SECURITIES ACT OF 1933 Green Circle Decarbonize Technology Limited(Exact Name of
2、Registrant as Specified in its Charter)Cayman Islands 3585 Not Applicable(State or Other Jurisdiction of Incorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)Green Circle Decarbonize Technology LimitedUnit 1809,Prosperity Place,6 Shin
3、g Yip St.Kwun Tong,Kowloon,Hong Kong(852)2882 1222(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168telephone 1-800-221-0102(Name,address,including zip code,and telephone
4、number,including area code,of agent for service)Copies to Daniel NauthNauth LPC217 Queen St.W.,#401Toronto,ON M5V 0R2CanadaPhone:416.477.6031Fax:416.477.6032 Approximate date of commencement of proposed sale to the public:As soon as practicable after effectiveness of this registration statement.If a
5、ny of the securities being registered on this Prospectus are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,check the following box.If this Prospectus is filed to register additional securities for an offering pursuant to Rule 462(b)under the Sec
6、urities Act,check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering.If this Prospectus is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list t
7、he Securities Act registration statement number of theearlier effective registration statement for the same offering.If this Prospectus is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Act registration statement numbe
8、r of theearlier effective registration statement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or an emerging growth company.See thedefinitions of“large accelerated filer,”“Acc
9、elerated filer,”“smaller reporting company”and“emerging growth company”in Rule 12b-2 of the Exchange Act.(Check one):Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company
10、that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The term“
11、new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,2012.The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective d
12、ate until the Registrant shall file a further amendmentwhich specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act or until the Registration Statementshall become effective on such date as the Securities and Exchan
13、ge Commission,acting pursuant to said Section 8(a),may determine.The information in this Prospectus is not complete and may be changed.We may not sell these securities until the registration statement filed with the Securities and ExchangeCommission is effective.This Prospectus is not an offer to se
14、ll these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is notpermitted.EXPLANATORY NOTE Green Circle Decarbonize Technology Limited,the registrant whose name appears on the cover of this registration statement,is a holding company in
15、corporated in the Cayman Islands.This Registration Statement contains two prospectuses,as set forth below.Public Offering Prospectus.A prospectus to be used for the public offering of 2,000,000 units(“Units”)with each Unit consisting of(i)one ordinary share,par value$0.001 per shareof the Company(“S
16、hare”)and(ii)one warrant(“Warrant”)(excluding any exercise of the Underwriters over-allotment option)or 2,300,000 Units(assuming full exercise of theUnderwriters over-allotment option)of the Registrant(the“Public Offering Prospectus”)through the underwriter named on the cover page of the Public Offe
17、ring Prospectus.EachWarrant entitles the holder thereof to purchase one Share at an exercise price of$4.00.Only whole Warrants are exercisable.Each Warrant will be immediately exercisable for a one-year period from the date of effectiveness of this registration statement.Resale Prospectus.A prospect
18、us to be used for the resale by the Selling Shareholders set forth therein of 2,800,000 Shares of the Registrant(the“Resale Prospectus”).The Resale Prospectus is substantively identical to the Public Offering Prospectus,except for the following principal points:they contain different outside and ins
19、ide front covers and back covers;they contain different offering sections in the Prospectus Summary section beginning on page Alt-1;they contain different Use of Proceeds sections on page Alt-15;a Selling Shareholders section is included in the Resale Prospectus;a Selling Shareholders Plan of Distri
20、bution is inserted;and the Legal Matters section in the Resale Prospectus on page Alt-18 deletes the reference to counsel for the underwriter.The Registrant has included in this Registration Statement a set of alternate pages after the back cover page of the Public Offering Prospectus(the“Alternate
21、Pages”)to reflect theforegoing differences in the Resale Prospectus as compared to the Public Offering Prospectus.The Public Offering Prospectus will exclude the Alternate Pages and will be used for thepublic offering by the Registrant.The Resale Prospectus will be substantively identical to the Pub
22、lic Offering Prospectus except for the addition or substitution of the Alternate Pages andwill be used for the resale offering by the Selling Shareholders.The information in this Prospectus is not complete and may be changed or supplemented.We may not sell these securities until the registration sta
23、tement filed with the Securitiesand Exchange Commission is effective.This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offeror sale is not permitted.Subject to CompletionPreliminary Prospectus Dated Februa
24、ry 8,2024 PROSPECTUS 2,000,000 UnitsEach Unit Consists of One(1)Share and One(1)Warrant Green Circle Decarbonize Technology Limited This is the initial public offering(“Offering”)of 2,000,000 Units of Green Circle Decarbonize Technology Limited(the“Company”),with each Unit consisting of(i)one Share
25、and(ii)oneWarrant.Each Warrant entitles the holder thereof to purchase one Share at an exercise price of$4.00.Only whole Warrants are exercisable.Each Warrant will be immediately exercisable for aone-year period from the date of effectiveness of this registration statement.Prior to this Offering,the
26、re has been no public market for our Units,Shares,or Warrants.We intend to apply for a listing on the Nasdaq Capital Market(“Nasdaq”)under the ticker symbol“GCDT”for the Shares underlying the Units we are offering.We do not intend on applying for a listing for our Units or Warrants.We anticipate tha
27、t the initial public offering price will beUS$4.00 per Unit.The actual offering price per Unit will be determined by us and Spartan Capital Securities,LLC,a broker-dealer registered with the Securities and Exchange Commission(“SEC”)and a member of the Financial Industry Regulatory Authority(“FINRA”)
28、(the“Underwriter”or“Spartan”),at the time of pricing.The closing of this Offering is conditioned uponNasdaqs approval of our listing application.There can be no assurance that the Offering will be closed and our Shares will be trading on Nasdaq Capital Market.The Underwriter may also exercise its op
29、tion to purchase up to an additional 300,000 Units at the public offering price,less the underwriting discount,for forty-five(45)days after the date ofthis Prospectus.We are,and will be,a“controlled company”as defined under Rule 5615(c)(1)of the Nasdaq Stock Market Rules as long as our majority shar
30、eholder and proposed chief executive officer andproposed executive director,Mr.Chan Kam Biu Richard(“Mr.Chan”)and his affiliates own and hold more than 50%of our outstanding Shares.See“Prospectus Summary Implications ofBeing a Controlled Company”.For so long as we are a controlled company under that
31、 definition,we are permitted to elect to rely,and may rely,on certain exemptions from corporategovernance rules,under Rule 5615(c)(1)of the Nasdaq Stock Market Rules,including:an exemption from the rule that a majority of our board of directors must be independent directors;an exemption from the rul
32、e that the compensation of our chief executive officer must be determined or recommended solely by independent directors;and an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.As a result,you will not have the same protection afforde
33、d to shareholders of companies that are subject to these corporate governance requirements.Although we do not intend to rely on the“controlled company”exemption under the Nasdaq Stock Market Rules,we could elect to rely on this exemption in the future.If we elected to rely on the“controlled company”
34、exemption,amajority of the members of our board of directors might not be independent directors and our remuneration and nominating and corporate governance committees might not consist entirely ofindependent directors upon closing of the Offering.Investors are cautioned that you are buying Units co
35、mprised of Shares and Warrants in respect of Shares of a Cayman Islands holding company with operations conducted in Hong Kong by itssubsidiary.The Company is a holding company incorporated in the Cayman Islands with no material operations of its own.As a holding company with no material operations
36、of its own,the Companyconducts its operations in Hong Kong through its subsidiary,Boca International Limited,that is incorporated in Hong Kong(the“Operating Subsidiary”).The Units offered in this Offeringare Units comprising of Shares and Warrants of Green Circle Decarbonize Technology Limited,the C
37、ayman Islands holding company,instead of Units comprising shares and warrants of theHong Kong Operating Subsidiary.Investors in this Offering will not directly hold equity interests in the Operating Subsidiary.Investing in the Units involves a high degree of risk,including the risk of losing your en
38、tire investment.See“Risk Factors”beginning on page 14 to read about factors you should considerbefore buying the Units.Our Operating Subsidiary conducts its business in Hong Kong,a Special Administrative Region of the PRC,and some of the clients of the Operating Subsidiary are PRC companies that hav
39、eshareholders or directors that are PRC individuals.As of the date of this Prospectus,we are not subject to the Chinese governments direct influence or discretion over the manner in which weconduct our business activities outside of the PRC.In addition,we do not expect to be materially affected by r
40、ecent statements by the Chinese government indicating an intent to exert moreoversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers,including,but not limited to the cybersecurity review and regulatory reviewof overseas listing through an off
41、shore holding company.However,due to long arm provisions under the current PRC laws and regulations,there remains regulatory uncertainty with respect tothe implementation and interpretation of laws in China.We are also subject to the risks of uncertainty about any future actions the Chinese governme
42、nt or authorities in Hong Kong may take inthis regard.Should the Chinese government choose 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;
43、could hinder our ability to continue to offer securities to investors;and may cause the value of the Shares underlying the Units 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 cont
44、ractual arrangements to establish a variable interestentity(“VIE”)structure with any entity in China,we are still subject to certain legal and operational risks associated with our Operating Subsidiary being based in Hong Kong and havingpotential clients who are PRC companies that have shareholders
45、or directors that are PRC individuals.We are aware that recently,the PRC government initiated a series of regulatory actionsand statements to regulate business operations in certain areas in China with little advance notice,including cracking down on illegal activities in the securities market,enhan
46、cing supervisionover China-based companies listed overseas using a variable interest entity structure,adopting new measures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign
47、 Investors,or the M&A Rules,adopted by six PRC regulatory agencies in 2006 and amended in 2009,requirean overseas special purpose vehicle formed for listing purposes through acquisitions of domestic companies in mainland China and controlled by companies or individuals of mainland China toobtain the
48、 approval of the China Securities Regulatory Commission(“CSRC”),prior to the listing and trading of such special purpose vehicles securities on an overseas stock exchange.Inaddition,on December 24,2021,the CSRC released the Administrative Regulations of the State Council Concerning the Oversea Issua
49、nce of Security and Listing by Domestic Enterprise(Draft for Comments)(the“Draft Administrative Regulations”)and the Measures for the Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises(Draft forComments)(the“Draft Filing Measures”),collectively the“Draft Rules on Over
50、seas Listing”,for public opinion.On February 17,2023,the CSRC issued the Trial Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises and five supporting guidelines(collectively,the“Trial Measures”),which have become effective as at March 31,2023.The T
51、rial Measures require a PRC domestic enterprise seeking to issue and list its shares overseas tocomplete certain filing procedures and submit the relevant information to the CSRC.Should the Trial Measures be applicable to us,we may be subject to additional compliance requirements inthe future.For mo
52、re details,see“Risk Factors Risks Related to Conducting Business in China The Chinese government may choose to exert more supervision and control over securitiesofferings that are conducted overseas and/or foreign investment in issuers based in mainland China or Hong Kong.Such action could significa
53、ntly or completely restrict our ability to offersecurities to investors and cause the value of such securities to significantly decline.”On February 24,2023,the CSRC,Ministry of Finance of the PRC,National Administration of State Secrets Protection and National Archives Administration of China joint
54、ly issued theProvisions on Strengthening Confidentiality and Archives Administration in Respect of Overseas Issuance and Listing of Securities by Domestic Enterprises or the Confidentiality Provisions,which came into effect on March 31,2023.The Confidentiality Provisions require that,among other thi
55、ngs,(1)a domestic company that plans to,either directly or through its overseas listedentity,publicly disclose or provide to relevant individuals or entities including securities companies,securities service providers and overseas regulators,any documents and materials thatcontain state secrets or w
56、orking secrets of government agencies,shall first obtain approval from competent authorities according to law,and file with the secrecy administrative department atthe same level;and(2)domestic company that plans to,either directly or through its overseas listed entity,publicly disclose or provide t
57、o relevant individuals and entities including securitiescompanies,securities service providers and overseas regulators,any other documents and materials that,if leaked,will be detrimental to national security or public interest,shall strictly fulfilrelevant procedures stipulated by applicable nation
58、al regulations.We are a holding company incorporated as an exempted company under the laws of the Cayman Islands.As a holding company without material operations of our own,we conduct ourbusiness in Hong Kong through our Operating Subsidiary,Boca International Limited(“Boca International”).Further,o
59、ur chief executive officer,chief financial officer and all members of theboard of directors are not mainland China citizens and most of them are based in Hong Kong or outside mainland China and all of our revenues and profits are generated by our subsidiary inHong Kong and we have not generated any
60、revenues or profits in mainland China.Additionally,we do not intend to operate in mainland China in the foreseeable future.As such,we do notbelieve we would be subject to the M&A Rules,or would be required to file with the CSRC under the Trial Measures or the Confidentiality Provisions.Our managemen
61、t monitors the cash position of the entity within our organization regularly and prepares budgets on a monthly basis to ensure each entity has the necessary funds to fulfill itsobligation for the foreseeable future and to ensure adequate liquidity.In the event that there is a need for cash or a pote
62、ntial liquidity issue,it will be reported to our chief financial officer andsubject to approval by our board of directors,we will provide funding to the subsidiary through loans or capital contributions.For the Company,incorporated in the Cayman Islands,to transfercash to its subsidiary,is permitted
63、 under the laws of the Cayman Islands and its Memorandum and Articles of Association to act as an investment holding company.Accordingly,the Companymay invest in its subsidiary by way of debt or equity contributions.As an investment holding company,the Company may rely on dividends and other equity
64、distributions paid by its subsidiaryfor its cash and financing requirements.Besides,a Hong Kong company can only make a distribution out of profits available for distribution,as required by the Companies Ordinance(Chapter622 of the Laws of Hong Kong)and in accordance with its articles of association
65、.Given that the Hong Kong subsidiary of the Company,namely Boca International,records an accumulateddeficit as of the date of this Prospectus,it is unable to make any distributions to the Company.Furthermore,if the Companys Hong Kong subsidiary incurs debt on its own behalf in the future,the instrum
66、ents governing such debt may restrict their ability to pay dividends to the Company.The Company has not made any dividends or distributions to U.S.investors as of the date of this Prospectus.The Company and its subsidiary do not have any plans to distribute earnings in theforeseeable future.No trans
67、fers,dividends,or distributions have been made between our Company and our subsidiary as of the date of this Prospectus.We are both an“emerging growth company”and a“foreign private issuer”under applicable U.S.Securities and Exchange Commission rules and will be eligible for reduced publiccompany dis
68、closure requirements.See“Prospectus Summary Implications of Our Being an“Emerging Growth Company”and“Prospectus Summary Implications of Being aForeign Private Issuer”for additional information.Investing in the Units involves risks.See“Risk Factors”beginning on page 14 to read about certain factors y
69、ou should carefully consider before deciding to invest in the Units.On December 2,2021,the SEC adopted final amendments to its rules relating to the implementation of certain disclosure and documentation requirements of the Holding ForeignCompanies Accountable Act,or the HFCAA,which took effect on J
70、anuary 10,2022.We will be required to comply with these rules if the SEC identifies us as having a“non-inspection”year,as defined in the rules,under a process to be subsequently established by the SEC.The SEC is assessing how to implement other requirements of the HFCAA.Under the HFCAA,our securitie
71、s may be prohibited from trading on the Nasdaq or other U.S.stock exchanges if our auditor is not inspected by the Public Company AccountingOversight Board,or the PCAOB,for three consecutive years,and this ultimately could result in our Shares being delisted.Furthermore,on June 22,2021,the U.S.Senat
72、e passed theAccelerating Holding Foreign Companies Accountable Act,which,if enacted,would amend the HFCAA and require the SEC to prohibit an issuers securities from trading on anyU.S.stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecu
73、tive years,meaning the number of“non-inspection”yearswould be decreased from three to two,and thus,would reduce the time before securities may be prohibited from trading or delisted.On September 22,2021,the PCAOB adopted afinal rule implementing the HFCAA,which provides a framework for the PCAOB to
74、use when determining,as contemplated under the HFCAA,whether the PCAOB is unable toinspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.OnDecember 29,2022,legislation entitle
75、d“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”)was signed into law by President Biden,which contained,among other things,an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCAA by requiring the SEC to prohibit an issuer
76、ssecurities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three,thus reducing the time period fortriggering the prohibition on trading.Pursuant to the HFCAA,the PCAOB issued a determination report on December 16,2021 w
77、hich found that the PCAOB was unable to inspect or investigate completely registeredpublic accounting firms headquartered in:(1)mainland China of the Peoples Republic of China;and(2)Hong Kong,a Special Administrative Region of the PRC,whichdeterminations were vacated on December 15,2022.In addition,
78、the PCAOBs report identified the specific registered public accounting firms which were subject to thesedeterminations,which determinations were vacated on December 15,2022.Our current registered public accounting firm,BF Borgers CPA PC(“BFB”),who audited our financialstatements for the fiscal years
79、 ended March 31,2022 and 2021,is not headquartered in mainland China or Hong Kong and was not identified in the PCAOBs report on December16,2021 as a firm subject to the PCAOBs determinations,which determinations were vacated on December 15,2022.Notwithstanding the foregoing,if the PCAOB is not able
80、 tofully conduct inspections of our auditors work papers in China,investors may be deprived of the benefits of such inspection which could result in limitation or restriction of ouraccess to the U.S.capital markets and trading of our securities may be prohibited under the HFCAA.In addition,on August
81、 26,2022,the PCAOB signed a Statement of Protocol,orSOP,Agreement with the CSRC and Chinas Ministry of Finance.The SOP,together with two protocol agreements governing inspections and investigation,establishes a specific,accountable framework to make possible complete inspections and investigations b
82、y the PCAOB of audit firms based in China and Hong Kong,as required under U.S.law.OnDecember 15,2022,the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered inmainland China and Hong Kong completely in 2022.The
83、PCAOB vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completelyregistered public accounting firms headquartered in mainland China and Hong Kong.However,whether the PCAOB will continue to be able to satisfactorily conduct inspections ofPCAOB-registered pu
84、blic accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our,and ourauditors,control.The PCAOB is continuing to demand complete access in mainland China and Hong Kong moving forward and is already making plans to resume r
85、egularinspections in early 2023 and beyond,as well as continuing to pursue ongoing investigations and initiate new investigations as needed.The PCAOB has indicated that it will actimmediately to consider the need to issue new determinations with the HFCAA if needed.If the PCAOB in the future again d
86、etermines that it is unable to inspect and investigatecompletely auditors in mainland China and Hong Kong,then the companies audited by those auditors would be subject to a trading prohibition on U.S.markets pursuant to theHFCAA.See“Risk FactorsThe recent joint statement by the SEC and PCAOB,propose
87、d rule changes submitted by Nasdaq,and the HFCAA all call for additional and morestringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by thePCAOB.These developments could add uncertainti
88、es to our Offering.”Neither the Securities and Exchange Commission,or the SEC,nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus istruthful or complete.Any representation to the contrary is a criminal offense.The Underwriter expects t
89、o deliver the Units to purchasers on or about*,2024.Per Unit Total (US$)Public offering price 4.00(1)8,000,000 Underwriting discounts and commissions(2)0.20 400,000 Proceeds(before expenses)to the Company 3.80 7,600,000 (1)Assumes an initial public offering price of US$4.00,representing the anticipa
90、ted initial public offering price range.(2)See“Underwriting”for a description of compensation payable to the Underwriter and reimbursement of expenses.The Offering is made on a“firm commitment”basis by theUnderwriter.Sole Underwriter Spartan Capital Securities,LLC The date of this Prospectus is ,202
91、4.TABLE OF CONTENTS Table of ContentsiSpecial Note Regarding Forward-Looking StatementsiiProspectus Summary1Exchange Rate Information14Risk Factors14Use of Proceeds29Determination of Offering Price31Market for the Shares and Related Shareholder Matters32Dividend Policy33Dilution34Capitalization and
92、Indebtedness35Selected Financial Data36Managements Discussion and Analysis of Financial Condition and Results of Operations38Our Business53Regulation70Directors,Senior Management and Employees72Compensation of Directors and Executive Officers77Related Party Transactions78Security Ownership of Manage
93、ment and Certain Shareholders79Underwriting81Description of Share Capital87Description of the Securities We Are Offering96Expenses of the Offering97Taxation98Legal Matters105Experts106Enforceability of Civil Liabilities107Where You Can Find Additional Information109Part II.Information Not Required i
94、n ProspectusII-1SignaturesII-3Power of AttorneyII-3 We,Spartan Capital Securities,LLC,a broker-dealer registered with the Commission and a member of FINRA,as sole underwriter(the“Underwriter”),have not authorized anyone to provideinformation different from that contained in this Prospectus,any amend
95、ment or supplement to this Prospectus or in any free writing prospectus prepared by us or on our behalf.We,theUnderwriter,take no responsibility for,and can provide no assurance as to the reliability of,any information other than the information in this Prospectus,any amendment or supplement to this
96、Prospectus,and any free writing prospectus prepared by us or on our behalf.Neither the delivery of this Prospectus nor the sale of our Units means that information contained in this Prospectusis correct after the date of this Prospectus.This Prospectus is not an offer to sell or the solicitation of
97、an offer to buy the Units in any circumstances under which such offer or solicitation isunlawful.For investors outside the United States:we,the Underwriter,have not done anything that would permit this Offering or possession or distribution of this Prospectus in any jurisdiction,otherthan the United
98、 States,where action for that purpose is required.Persons outside the United States who come into possession of this Prospectus must inform themselves about,and observe anyrestrictions relating to,the Offering of the Units and the distribution of this Prospectus outside the United States.The Underwr
99、iter is the sole FINRA member that has been,or will be,engaged to participate in connection with this Offering.i SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS In this Prospectus,we make forward-looking statements within the meaning of Section 27A of the U.S.Securities Act of 1933,as amended(the“
100、Securities Act”),and Section 21E ofthe U.S.Securities Exchange Act of 1934,as amended(the“Exchange Act”).These forward-looking statements are subject to risks and uncertainties and include information about possible orassumed future results of our business,financial condition,results of operations,l
101、iquidity,plans and objectives.In some cases,you can identify forward-looking statements by terminology suchas“believe,”“may,”“estimate,”“continue,”“anticipate,”“intend,”“should,”“plan,”“expect,”“predict,”“potential,”or the negative of these terms or other similar expressions.Forward-looking statemen
102、ts include,but are not limited to,such matters as:future financial and operating results,including revenues,income,expenditures,cash balances and other financial items;our ability to execute our growth,expansion and acquisition strategies,including our ability to meet our goals;current and future ec
103、onomic and political conditions;our expectations regarding demand for and market acceptance of our services and the products and services we assist the distributions of;our expectations regarding our client base;our ability to procure the applicable regulatory licenses in the relevant jurisdictions
104、that we operate in;competition in our industry;relevant government policies and regulations relating to our industry;our capital requirements and our ability to raise any additional financing which we may require;our ability to protect our intellectual property rights and secure the right to use oth
105、er intellectual property that we deem to be essential or desirable to the conduct of our business;our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business;overall industry and market performance;and other assumptions described in t
106、his prospectus underlying or relating to any forward-looking statements.The preceding list is not intended to be an exhaustive list of all of our forward-looking statements.The forward-looking statements are based on our beliefs,assumptions,and expectations offuture performance,taking into account t
107、he information currently available to us.These statements are only estimates based upon our current expectations and projections about future events.There are important factors that could cause our actual results,levels of activity,performance,or achievements to differ materially from the results,le
108、vels of activity,performance,orachievements expressed or implied by the forward-looking statements.In particular,you should consider the risks provided under“Risk Factors”in this Prospectus.ii PROSPECTUS SUMMARY This summary does not contain all of the information you should consider before investin
109、g in the Units.You should read this entire prospectus carefully,including the informationincorporated by reference in this Prospectus,including,in particular,the section entitled“Risk Factors”in this Prospectus.Unless otherwise indicated,references to the“Company,”“we,”“us,”or“our,”or similar terms
110、when used in a historical context refer to Green Circle Decarbonize Technology Limited,or any one or more of its subsidiaries or their predecessors,or tosuch entities collectively.All references to“Hong Kong”in this Prospectus refer to the Hong Kong Special Administrative Region of the Peoples Repub
111、lic of China.All references to“China”or the“PRC”in this Prospectus are to the Peoples Republic of China.All references to the“United States,”“U.S.”or“US”refer to the United States of America.The term“US$”refers tothe lawful currency of the United States.The terms“HK$”and“HKD”refer to the lawful curr
112、ency of Hong Kong.The term“RMB”refers to the lawful currency of the PRC.Our Mission Our mission is to preserve the world through decarbonization technologies.As an advocate of decarbonization,we design,develop,and provide customized energy saving solutions that bringconsiderable economic benefits to
113、 our clients and reduce carbon emissions for a sustainable future.As carbon emissions continue to build up in the atmosphere at historic levels,the theme of decarbonization has been gaining momentum on the international stage,and companies andgovernments are facing more pressure than ever to develop
114、 and execute a meaningful net-zero strategy,especially after the adoption of the Paris Agreement and the Glasgow Climate Pact in2015 and 2021,respectively.The Glasgow Climate Pact reaffirms the Paris Agreement Temperature Goal and urges each of the signing countries to take further actions to accele
115、rate thedevelopment,deployment,and dissemination of technologies,and the adoption of policies,to transition towards low-emission energy systems.It is specifically acknowledged in the Paris Agreement that climate change is a common concern of humankind,and accordingly the fight against climate change
116、 and the pursuit ofdecarbonization is not only an imperative agenda of governments or states,but also requires commitment and active participation and contribution by non-state actors such as businesses,financial institutions,educational institutions,and healthcare institutions.We have devised and h
117、ave been consolidating our corporate mission to research,develop,strategize,andcommercialize our decarbonization technology and products that not only bring considerable economic benefits to our clients,but also contribute to the global campaign of decarbonization andultimately a more sustainable fu
118、ture.Overview of Our Business We are a holding company incorporated as an exempted company under the laws of the Cayman Islands.As a holding company without material operations of our own,we conduct ourbusiness in Hong Kong through our Operating Subsidiary,Boca International Limited(“Boca Internatio
119、nal”).We are a provider of advanced energy saving solutions supported by proprietary phase change thermal energy storage materials and thermal engineering services.Our proprietary technology isa phase change material(“PCM”)thermal energy storage(“TES”)technology.By applying material science and nano
120、technology,we have successfully invented and manufactured our PCMwhich allows temporary storage of excess thermal energy for later use and thereby bridges the gap between energy availability and energy use(“BocaPCM-TES Technology”).With our industry experience and professional expertise,we have put
121、our BocaPCM-TES Technology into practice and invented our product “BocaPCM-TES Panel”a custom-made high-density polyethylene(“HDPE”)plastic encapsulated container fully filled with our PCM solution.Currently,we have developed more than 20 types of PCM,each of which has a unique phasechange temperatu
122、re and TES capacity to accommodate different temperature requirements in various PCM-TES applications.Based on the type of PCM solution filled into the HDPE plasticcontainers,we are able to manufacture customized BocaPCM-TES Panels with a wide range of operating temperatures from-86C to+600C to suit
123、 our clients needs.Accordingly,ourBocaPCM-TES Panels can be utilized in many heating,ventilation,and air conditioning(“HVAC”)and refrigeration applications.1 By utilizing our customized BocaPCM-TES Panels,we design,develop,and manufacture our phase change material thermal energy storage system(“Boca
124、PCM-TES System”)and apply it onvarious central air conditioning systems(collectively,“Ultra-High Efficiency Boca Hybrid Power Chiller Plant”).Our Ultra-High Efficiency Boca Hybrid Power Chiller Plant is essentiallyan advanced cooling system that can be deployed in most existing and new buildings,and
125、 it is environmentally friendly with a long lifespan.Operating alongside with our self-developed fullyautomatic control system,our Ultra-High Efficiency Boca Hybrid Power Chiller Plant can increase its efficiency by optimization control model that shifts the chiller plants cooling load fromon-peak p
126、eriods to off-peak periods through applying real-time electricity demand peak management,resulting in a lower running cost due to lower tariff rate charged during off-peak periods.Taking our HAECO Project as a reference,buildings installed with our Ultra-High Efficiency Boca Hybrid Power Chiller Pla
127、nt are able to reduce at least 40%of electricity consumption duringall running time,and approximately 50%to 70%of the running cost(depending on the local electricity tariff)when compared with conventional central air conditioning systems.As a result,our technology and products not only contribute to
128、 the global campaign of decarbonization by cutting carbon emissions directly,but also bring considerable economic benefits to our clients.For further details of our ability to reduce electricity consumption,see“Our Business Our Projects and Achievements Hong Kong projects HAECO Project.”To further o
129、ur corporate mission and better grasp market opportunities,we continue to strive to develop environmental-friendly,efficient,and cost-saving technologies and solutions for thebenefit of our clients and the world at large.We generated revenue of approximately HK$6.9 million and HK$6.6 million for the
130、 years ended March 31,2022 and 2023,and approximately HK$2.7 million and HK$2.1 million for the sixmonths ended September 30,2022 and 2023,respectively,from our provision of energy saving services and maintenance services,in particular the performance agreement with Hong KongAircraft Engineering Com
131、pany Limited(“HAECO”)to install our Ultra-High Efficiency Boca Hybrid Power Chiller Plant to replace three pre-existing water-cooled chiller plants in theheadquarters of HAECO in Hong Kong International Airport.See“Our Business Our Projects and Achievements Hong Kong projects HAECO Project.”We inten
132、d to market and sellour products and services in Hong Kong,the PRC,the Republic of Korea,and the Middle East.In order to further promote our business,we have entered into agency agreements with fivecompanies,which are located in Hong Kong,Shanghai,Guangdong Province,Korea,and Dubai respectively.Our
133、agents have the right to sell and install all products relating to our BocaPCM-TES Technology in the specified territories.For further details of our revenue models and agency arrangement,see“Our Business Sales and Marketing”.During the same periods,we incurred a comprehensive loss of approximately
134、HK$2.8 million and HK$4.5 million for the years ended March 31,2022 and 2023,and approximately HK$2.8million and HK$2.9 million for the six months ended September 30,2022 and 2023,respectively.While the revenue generated by us in the six months ended September 30,2023 decreased byapproximately 22.2%
135、,when compared with the six months ended September 30,2022,the comprehensive loss for the year remained the same,it is primarily due to the decrease inadministrative expenses of 16.1%from approximately HK$3 million for six months ended September 30,2022 to approximately HK$2.5 million for six months
136、 ended September 30,2023.Forfurther discussion of our financial information,see“Managements Discussion and Analysis of Financial Condition and Results of Operations Operating Results”.Taking into account our comprehensive loss of approximately HK$2.9 million for the six months ended September 30,202
137、3,our cash and negative working capital as at September 30,2023,and the uncertainties in our profitability and financing abilities,our auditor,BF Borgers CPA PC,had raised significant doubt about our ability to continue as a going concern.We plan tomaintain our project with HAECO that generates stab
138、le cashflow while focusing our resources on expanding our business into other geographical territories and exploring into other businesssegments related to PCM technologies.To improve our liquidity position,we plan to raise capital via Public Offering and debt financing to meet our capital requireme
139、nts when necessary.Our Competitive Strengths Research has shown that PCM-TES application has the potential to be a cost-effective and sustainable energy saving solution.We believe our business has the following strengths whichdistinguish us from our competitors and position us to capitalize on the e
140、xpected continued growth in the energy saving market:Recognized Know-How and Expertise.We are one of the few companies in Asia that possess the PCM-TES Technology.We successfully applied our BocaPCM-TES Technology intoour Ultra-High Efficiency Boca Hybrid Power Chiller Plant,and its performance has
141、been recognized by a number of awards.Interdisciplinarity.We not only possess the engineering and technical knowledge of PCM-TES technology,but also invented our own PCM and developed our own fully automaticcontrol system for the construction and operation of our Ultra-High Efficiency Boca Hybrid Po
142、wer Chiller Plant.2 Energy Saving Mechanism.The cooling capacity output of conventional central air conditioning systems is adjusted according to the cooling load demand.In other words,when thecooling load demand is low,the coefficient of performance(“COP”)of the refrigeration unit will decrease.In
143、contrast,our BocaPCM-TES System allows thermal energy storage andrelease,enabling the refrigeration unit to operate under the highest COP possible.If the cooling output of the refrigeration unit is higher than the cooling load demand,additionalthermal energy will be stored in our BocaPCM-TES System.
144、Alternatively,if the cooling output of the refrigeration unit cannot meet the cooling load demand,our BocaPCM-TESSystem will release thermal energy,thereby improving the efficiency of the system.Reduced Running Cost.Since the rate of electricity tariff is different between on-peak periods and off-pe
145、ak periods,our Ultra-High Efficiency Boca Hybrid Power Chiller Plant is ableto shift the chiller plants cooling load from on-peak periods to off-peak periods by applying real-time electricity demand peak management with our self-developed fully automaticcontrol system.Due to the cooling load shiftin
146、g mechanism,our Ultra-High Efficiency Boca Hybrid Power Chiller Plant can operate and reserve necessary thermal energy during off-peak periods in which energy cost is low.The reserved thermal energy can then be released and utilized during on-peak periods to reduce electricity consumption and theref
147、ore achievea lower electricity running cost.Compared with conventional central air conditioning systems,our Ultra-High Efficiency Boca Hybrid Power Chiller Plant can reduce approximately50%to 70%of the running cost(depending on the local electricity tariff).Increased Capacity.Compared with conventio
148、nal central air conditioning systems,our Ultra-High Efficiency Boca Hybrid Power Chiller Plant can store additional thermal energy inour BocaPCM-TES System for later use,which increases the system output without requiring extra machinery.Environmentally Friendly.By using our Ultra-High Efficiency Bo
149、ca Hybrid Power Chiller Plant,electricity consumption can be reduced at least 40%during all running time,whichcuts direct and indirect carbon dioxide emissions.User-friendly System.We have simplified the design of our Ultra-High Efficiency Boca Hybrid Power Chiller Plant and reduced the number of co
150、ntrol valves typically needed inconventional central air conditioning systems.Basically,it stores and releases thermal energy by controlling the cooling capacity of the refrigeration unit and the water flow and airflow inside the system.Tailor-made Energy Saving Solution.We can adjust our Ultra-High
151、 Efficiency Boca Hybrid Power Chiller Plant to suit our clients needs so that the overall machine capacity and TEScapacity matches the system cooling loads.Stand-by Capacity.In case the main machinery fails,our BocaPCM-TES System can act as the back-up facility by utilizing the thermal energy stored
152、 inside to handle the systemcooling loads.For further details of our competitive strengths,refer to“Our Business Competitive Strengths”.3 Our Strategy Since our founding in 1992,we have been on a mission to cut carbon emissions globally with environmentally friendly solutions that improve the way in
153、 which the world uses energy.Keyelements of our strategy include:Substantial Reliance on the PBC Model.In order to implement our mission statement“to preserve the world by decarbonization technologies”step-by-step towards a decarbonizedworld,we intend to substantially rely on the PBC model.Based on
154、the track records of our Ultra-High Efficiency Boca Hybrid Power Chiller Plant,we expect to help our clients notonly reduce their carbon emissions,but also earn carbon credits to be sold in the carbon markets.Strategic Alliance and Solicitation.With the purpose of promoting decarbonization and reduc
155、ing carbon emissions,we intend to co-operate with non-governmental organizations andgreen funds to work on different decarbonization projects,and solicit business from companies with decarbonization targets or with high electricity consumption rate.Continuous Innovation and Advancement of Our Energy
156、 Saving Solutions.We intend to continue to innovate our Ultra-High Efficiency Boca Hybrid Power Chiller Plant by developingnew and enhanced technologies and solutions.Our research and development strategy currently focus on:1.Cold Chain/Cold Store.We are collaborating with Gene Company Limited(“Gene
157、HK”)to apply our BocaPCM-TES Technology in developing and manufacturing(i)ultra-lowtemperature transportation boxes to store samples in extremely low temperatures;and(ii)freezer backup systems to protect samples stored in low or ultra-low temperature freezerin case it is out of electricity(collectiv
158、ely,the“Research Projects”).Pursuant to the product development and supply agreement entered into between GeneHK and us,we agreedto engage in the Research Projects and supply them with a range of products in accordance with their specifications and requirements,exclusively,with regard to certain ter
159、ritoriesand market sectors.The exclusive territories comprise Mainland China,Hong Kong,Macau and Taiwan and the exclusive market sectors comprise scientific research,medical,diagnostic,pharmaceutical,life sciences,and biotechnology.2.Liquid Cooling Technology.We are designing a dual circuit liquid c
160、ooling system for data centers with an aim to minimize their operating costs and noise generation.By makinguse of(i)basic cooling by refrigeration units and(ii)direct liquid cooling to the central processing units by heat transfer media oil,our liquid cooling system will conduct heatoutside of the d
161、ata centers and therefore lower the temperature by radiation.We expect to achieve an efficient cooling effect for all the servers and storage devices in data centerswhich will help minimize the noise generated by higher processor speeds.In relation to the liquid cooling part of the dual circuit,we h
162、ave adopted the immersion cooling technology which involves directly immersing the electronic components in a non-conductive liquid.The heat generated by the electronic components will be transferred to the fluid and subsequently removed from the cooling system.Apart from the design ofthe cooling sy
163、stem,it is essential for us to find a suitable liquid that does not only possess reliable and stable heat transfer ability,but also complies with the industrial andregulatory standards in our clients countries.In July 2023,we have obtained the quotation from the Hong Kong branch of a multinational e
164、nergy and petroleum company inrelation to its immersion cooling fluid that has been commercialized since 2020.Furthermore,we have also entered into negotiations with a major bank in Hong Kong for theinstallation of our dual circuit liquid cooling system in their data centers.3.Artificial Intelligenc
165、e System.Currently,we are trying to incorporate model predictive control technology into our existing fully automatic control system.We expect thisadvanced system with self-learning capability to be able to calculate and maintain a more accurate maximum COP so that our Ultra-High Efficiency Boca Hyb
166、rid Power ChillerPlant can operate more efficiently.4.Domestic Heating System.Depending on the phase change temperatures of different PCM,our BocaPCM-TES Technology can be applied in a wide range of energy storagesystems.As mentioned above,our+8C PCM allows our Ultra-High Efficiency Boca Hybrid Powe
167、r Chiller Plant to store and release cold energy at the optimum temperature topromote cost-effectiveness.In contrast,we have also invented a PCM with a phase change temperature at+58C,which is the optimum temperature for storing heat energyobtained from solar power for domestic use.Moreover,instead
168、of the traditional photovoltaic system that converts light into electricity using semiconducting materials,we seek todevelop a heat storage system by combining our BocaPCM-TES Technology with vacuum tube solar collector which stores heat energy more efficiently.The heat energy stored inthe system ca
169、n be discharged for domestic use,such as underfloor heating.In order to commercialize the domestic heating system,and expand the scale of production,theCompany is planning to acquire a manufacturer of vacuum tube solar collector.Further Expansion of Our Project Related Services.We currently offer ou
170、r clients the following project related services:1.Project Management.We offer our clients project management services to ensure the process of installing our Ultra-High Efficiency Boca Hybrid Power Chiller Plant is managedin conjunction with the overall project plan,and we oversee the entire projec
171、t from start to end.4 2.Commissioning of the System.We commission our Ultra-High Efficiency Boca Hybrid Power Chiller Plant to ensure that our system is providing the level of performance that wascommitted to the client.3.Operations and Maintenance.We offer our clients operational and maintenance pl
172、ans to keep our system in top performance.This consists of both remote monitoring of thesystems performance as well as periodic onsite visits to perform routine inspection and maintenance.We plan to expand our resources and capabilities in project related services to meet our clients needs.This expa
173、nsion will include adding employees who perform the work,aswell as contracting and certifying qualified third parties to perform the commissioning,operating,and maintenance services.Arrangement of Project Financing.We intend to co-operate with banks and other financial institutions to arrange projec
174、t finance for our potential clients for building and installing ourUltra-High Efficiency Boca Hybrid Power Chiller Plant.Mass production of BocaPCM-TES Panels.We expect a steady growth of demand for our Ultra-High Efficiency Boca Hybrid Power Chiller Plant over the next ten years because it hasthe p
175、otential to be installed in all new and existing buildings.In order to satisfy such an enormous amount of demand,we intend to set up our own factory for the mass production ofour BocaPCM-TES Panels in the PRC.History and Corporate Structure We commenced our business operations in 1992 and establishe
176、d Boca International.Since then,we have invested substantial resources in technological advancements,particularly our researchand development in PCM and the ancillary technologies for enhancing its commercial applicability.We have been conducting research and experiments in the physical characterist
177、ics and chemical compositions of various PCMs.In 1992,one of our most important PCMs was invented.Itundergoes phase change(solidification)at+8C,which is the optimum temperature for its application in air conditioning systems.In 2003,we developed the first-generation BocaPCM solution encapsulation in
178、 the form of a stainless-steel ball for improving its durability and the heat transfer efficiency of our PCM.Subsequently,in 2007,with the technological advancement in material science,we switched to HDPE panels in our second-generation encapsulations which significantly lowered the costs andbrought
179、 our technology one step closer to commercialization.In 2013,we further improved the design of our HDPE panels by applying ultrasonic welding technology to enhance its heattransfer rate.HDPE panels are used in the production of our existing BocaPCM-TES Panel,which forms an important part of our Boca
180、PCM-TES System.In 2015,we developed a fully automatic control software for our Ultra-High Efficiency Boca Hybrid Power Chiller Plant which significantly increases its energy saving performance andoperation efficiency.Going forward,one of our research and development goals is to upgrade our current f
181、ully automatic control system to an artificial intelligence system.In 2015,Boca International,wholly owned by Chan Kam Biu Richard was acquired by Richly Conqueror Limited.In 2016,Boca International was acquired by SGOCO International(HK)Limited,a SGOCO Group Limiteds(“SGOCO”,currently known as Troo
182、ps,Inc.,NASDAQ:TROO)subsidiary incorporated in Hong Kong,from Richly Conqueror Limited for the totalconsideration of$52 million in the form of cash,plus 3.4 million new shares in SGOCO Group Limited.In June 2018,SGOCO transferred 48.9%interest in Boca International to anindependent third party as pa
183、rt of the consideration to acquire the entire issued share capital of a limited company.In August 2018,the independent third party sold its 48.9%interest to GreenCircle Limited.On August 26,2020,Chan Kam Biu Richard acquired the entire share capital of Green Circle Limited from an independent third
184、party who Chan Kam Biu Richard personallyknows.On September 10,2020,SGOCO disposed of the remaining 51.1%interest in Boca International to an independent third party.On September 21,2020,the independent third party soldits 51.1%interest to Joyful Star Limited.On September 22,2020,Chan Kam Biu Richar
185、d acquired the entire share capital of Joyful Star Limited from an independent third party who ChanKam Biu Richard personally knows.On September 24,2020,Green Circle Limited sold its 48.9%interest to Joyful Star Limited.Thus,the entire issued share capital of Boca International wastransferred to Joy
186、ful Star Limited in September 2020.In particular,the 51.1%interest in Boca International was transferred to Joyful Star Limited for a consideration of HK$94 from theindependent third party and the remaining 48.9%interest in Boca International was transferred to Joyful Star Limited for a consideratio
187、n of HK$90.In 2020,Wong C Ching and Ma Chi Heng provided an aggregate loan of HK$5,000,000(HK$4,010,000 and HK$990,000 respectively)to Boca International.Of this,HK$4,600,000 wascapitalized on December 10,2021.In consideration for the outstanding balance of this loan,Wong Tan Suen,on behalf of Wong
188、C Ching,and Ma Chi Heng have received approximately 6.00%or 600,000 Shares in aggregate and approximately 3.60%or 360,000 Shares and approximately 2.40%or 240,000 Shares respectively,of the 10,000,000 issued Shares in Green Circle as of thedate of filing;(i)approximately 5.00%in aggregate of the tot
189、al 12,000,000 issued Shares(assuming no exercise of the over-allotment option or Warrant)or approximately 3.00%and 2.00%individually(held by Wong Tan Suen,on behalf of Wong C Ching,and Ma Chi Heng,respectively);(ii)approximately 4.88%in aggregate of the total 12,300,000 issued Shares(assuming fullex
190、ercise of the over-allotment option but not the Warrant)or approximately 2.93%and 1.95%individually(held by Wong Tan Suen,on behalf of Wong C Ching,and Ma Chi Heng,respectively)after the completion of the Offering;(iii)approximately 4.28%in aggregate of the total 14,000,000 issued Shares(assuming fu
191、ll exercise of the Warrant but not the over-allotmentoption)or approximately 2.57%and 1.71%individually(held by Wong Tan Suen,on behalf of Wong C Ching,and Ma Chi Heng,respectively)after the completion of the Offering and(iv)approximately 4.20%in aggregate of the total 14,300,000 issued Shares(assum
192、ing full exercise of the Warrant and the over-allotment option)or approximately 2.52%and 1.68%individually(held by Wong Tan Suen,on behalf of Wong C Ching,and Ma Chi Heng,respectively)after the completion of the Offering.The Security Ownership of Management and Certain Shareholderssection of this re
193、gistration statement accounts for these share issuances.The two individuals Wong Tan Suen and Ma Chi Heng-will be locked-up for a period of 183 days after the Offering.5 During a reorganization in 2022,we established our current offshore holding structure.Specifically,we established Green Circle Dec
194、arbonize Technology Limited,or“Green Circle”,in theCayman Islands on February 15,2022 as a limited liability corporation under the laws of the Cayman Islands.After the completion of the reorganization in 2022,Green Circle became theoffshore holding company and has held our subsidiary directly since
195、then.The chart below summarizes our corporate structure and identifies the principal subsidiary as of the date of thisProspectus:PRC Regulatory Permission As of the date of this Prospectus,we and our Hong Kong subsidiary,(i)are not required to obtain permission from any PRC authorities to offer or i
196、ssue the Units to foreign investors;(ii)are notsubject to permission requirements from the CSRC,CAC or any other PRC regulatory authorities that is required to approve our business operations;and(iii)have not received or been deniedsuch permissions by any PRC authorities.However,given the current PR
197、C regulatory environment,it is uncertain when and whether we or our Hong Kong subsidiary,will be required to obtainpermission from the PRC government to list in the U.S.in the future,and even when such permission is obtained,whether it will be denied or rescinded.The Regulations on Mergers and Acqui
198、sitions of Domestic Companies by Foreign Investors,or the M&A Rules,adopted by six PRC regulatory agencies in 2006 and amended in 2009,requirean overseas special purpose vehicle formed for listing purposes through acquisitions of domestic companies in mainland China and controlled by companies or in
199、dividuals of mainland China toobtain the approval of the CSRC,prior to the listing and trading of such special purpose vehicles securities on an overseas stock exchange.In addition,on December 24,2021,the CSRCreleased the Administrative Regulations of the State Council Concerning the Oversea Issuanc
200、e of Security and Listing by Domestic Enterprise(Draft for Comments)(the“Draft AdministrativeRegulations”)and the Measures for the Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises(Draft for Comments)(the“Draft Filing Measures”),collectivelythe“Draft Rules on Oversea
201、s Listing”,for public opinion.On February 17,2023,the CSRC issued the Trial Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises and five supporting guidelines(collectively,the“Trial Measures”),which have become effective as at March 31,2023.The Tria
202、l Measures require a PRC domestic enterprise seeking to issue and list its shares overseas tocomplete certain filing procedures and submit the relevant information to the CSRC,failing which the said domestic enterprise may be fined between RMB 1 million and RMB 10 million.According to the Notice on
203、the Management Arrangements for Overseas Issuance and Listing of Domestic Enterprises issued by the CSRC on the same day,if an intended issuer fails to obtainthe SECs Notice of Effectiveness before March 31,2023 and complete the issuance and listing before September 30,2023,the said issuer will need
204、 to complete the filing procedures with theCSRC before its listing on U.S.exchanges.Should the Trial Measures be applicable to us,we may be subject to additional compliance requirement in the future,and we cannot assure you thatwe will be able to get the clearance of filing procedures as required on
205、 a timely basis,or at all.Any failure by us to fully comply with new regulatory requirements may significantly limit orcompletely hinder our ability to offer or continue to offer our Units,cause significant disruption to our business operations,and severely damage our reputation,which would material
206、ly andadversely affect our financial condition and results of operations and cause our Units to significantly decline in value or become worthless.6 On February 24,2023,the CSRC,Ministry of Finance of the PRC,National Administration of State Secrets Protection and National Archives Administration of
207、 China jointly issued theProvisions on Strengthening Confidentiality and Archives Administration in Respect of Overseas Issuance and Listing of Securities by Domestic Enterprises or the Confidentiality Provisions,which came into effect on March 31,2023.The Confidentiality Provisions require that,amo
208、ng other things,(1)a domestic company that plans to,either directly or through its overseas listedentity,publicly disclose or provide to relevant individuals or entities including securities companies,securities service providers and overseas regulators,any documents and materials thatcontain state
209、secrets or working secrets of government agencies,shall first obtain approval from competent authorities according to law,and file with the secrecy administrative department atthe same level;and(2)domestic company that plans to,either directly or through its overseas listed entity,publicly disclose
210、or provide to relevant individuals and entities including securitiescompanies,securities service providers and overseas regulators,any other documents and materials that,if leaked,will be detrimental to national security or public interest,shall strictly fulfilrelevant procedures stipulated by appli
211、cable national regulations.We have been closely monitoring regulatory developments in the PRC regarding any necessary approvals from the CSRC or other PRC governmental authorities required for overseas listings,including this Offering.As of the date of this Prospectus,we have not received any inquir
212、y,notice,warning,sanctions,or regulatory objection to this Offering from the CSRC or other PRCgovernmental authorities.However,there remains significant uncertainty as to the enactment,interpretation,and implementation of regulatory requirements related to overseas securitiesofferings and other capi
213、tal markets activities.For more details,see“Risk Factors Risks Related to Conducting Business in China The Chinese government may choose to exert moresupervision and control over securities offerings that are conducted overseas and/or foreign investment in issuers based in Mainland China or Hong Kon
214、g.Such action could significantly orcompletely restrict our ability to offer securities to investors and cause the value of such securities to significantly decline.”Transfer of Cash Through our Operation Green Circle Decarbonize Technology Limited(“Green Circle”)is a holding company with no operati
215、ons of its own.We conduct our business operations in Hong Kong primarily through ourHong Kong subsidiary,Boca International Limited(“Boca International”).Green Circle is permitted under the laws of the Cayman Islands and its Memorandum and Articles of Association,toact as an investment holding compa
216、ny.As an investment holding company,Green Circle may invest in its subsidiary by way of debt or equity contributions and may rely on dividends and otherdistributions on equity paid by its subsidiary for its cash and financing requirements.Currently,all of our business operations are conducted in Hon
217、g Kong through our Operating Subsidiary,Boca International.We maintain our bank accounts and balances primarily in licensedbanks in Hong Kong.Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law,providing Hong Ko
218、ngwith a high degree of autonomy and executive,legislative and independent judicial powers,including that of final adjudication under the principle of“one country,two systems”.According tothe Companies Ordinance(Chapter 622 of the Laws of Hong Kong),a company may only make a distribution out of prof
219、its available for distribution,i.e.,its accumulated,realized profits,sofar as not previously utilized by distribution or capitalization,less its accumulated,realized losses,so far as not previously written off in a reduction or reorganization of capital.Under thecurrent practice of the Inland Revenu
220、e Department of Hong Kong,no tax is payable in Hong Kong with respect to dividends paid by us.Under the relevant laws of Hong Kong,there are nosignificant restrictions on foreign exchange or our ability to transfer cash between our Company and our Operating Subsidiary in Hong Kong.Boca International
221、 is permitted to provide fundingto Green Circle through dividend distributions.As of the date of this Prospectus,no transfers,dividends,or distributions have been made between our Company and our Operating Subsidiary.We currently intend to retain all available fundsand future earnings,if any,for the
222、 operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future.We currently do not have anydividend policy.If our subsidiary incurs debt on its own behalf in the future,the instruments governing such debt may restrict its ability to pay div
223、idends to us.Currently,we do not have any operation in the PRC and we do not intend to set up any subsidiary or enter into any contractual arrangements to establish a variable interest entity structure withany entity in the mainland China.Therefore,the PRC laws and regulations do not have any materi
224、al impact on transfer of cash between our Company and our subsidiary in Hong Kong,acrossborders,or to U.S.investors.However,in the future,funds may not be available to fund operations or for other use outside of Hong Kong due to any restriction that may be imposed by the PRCgovernment on our ability
225、 or our subsidiarys ability to transfer cash,distribute earnings or pay dividends.If such restrictions are imposed in the future,our business,financial conditions,andresults of operation could be adversely affected and such measures could materially decrease the value of our Shares,potentially rende
226、ring it worthless.Summary of Significant Risk Factors Our business and our Offering are subject to a number of risks,including risks that may prevent us from achieving our business objectives or may materially and adversely affect our business,financial condition,results of operation,cash flows,and
227、prospects that you should consider before making a decision to invest in the Units.These risks are discussed more fully in the sectiontitled“Risk Factors”beginning on page 14 of this Prospectus.These risks include,but are not limited to,the following:Risks Related to Our Business and Industry Our ex
228、pansion plan may not be successfully implemented or achieve the intended economic results or business objectives.We are subject to concentration risk because a significant portion of our revenue was derived from one customer.We rely heavily on a limited number of external suppliers of raw materials
229、in order to produce PCM.We rely on our suppliers to provide certain essential machinery and equipment for our customized energy saving system.We rely on our sub-contractors to install our customized energy saving system at our customers designated sites.We may suffer from unexpected disruptions to o
230、ur research and development,production of PCM,and provision of energy saving services as our laboratory equipment,productionfacilities and customized energy saving system may fail to perform as we expected.7 The outbreak of COVID-19 affected,and may continue to affect,our business operation.A sustai
231、ned reduction in our customers use of air conditioning during the COVID-19 pandemic may negatively affect our profitability.Our business relies on debt financing to settle upfront costs in relation to our performance-based contracts.We do not own our office and production site.We rely on local agent
232、s to capture overseas business opportunities.Our management personnel lack experience in managing a public company.A substantial portion of our revenue depends on the quality and efficiency of our maintenance and technical support.Our existing insurance coverage may not provide adequate protection f
233、rom losses.We may breach our obligations under our performance-based contracts and our energy saving solutions may fail to produce anticipated energy savings.We depend on,and may have difficulty acquiring and retaining,key management and other personnel.The PCM-TES industry is competitive and subjec
234、t to change,and our competitors may have superior financial and technical resources.We may be involved in disputes or legal and other proceedings.We may fail to protect our intellectual property rights.Fluctuation in exchange rates could have a material adverse effect on our results of operations an
235、d the price of the Shares.We depend on governments to incentivize the development and implementation of energy-saving technologies.The market acceptance of energy saving solutions services is not certain.Our controlling shareholder has control over our corporate matters.Our controlling shareholder m
236、ay have potential conflicts of interest with us,which may materially and adversely affect our business and financial condition.For a detailed description of the risks above,please refer to pages 14 21.8 Risks Related to Conducting Business in the PRC Changes in Chinas economic,political,or social co
237、nditions or government policies could have a material adverse effect on our business,operating results,and financial position.If we become directly subject to the recent scrutiny,criticism,and negative publicity involving Chinese and Hong Kong companies listed in the U.S.,we may have to expendsignif
238、icant resources to investigate and resolve the matter which could harm our business operations,stock price,and reputation and could result in a loss of your investment in ourstock,especially if such matter cannot be addressed and resolved favorably.The Chinese government may exert substantial influe
239、nce over the industry in which we operate.The Chinese government may choose to exert more supervision and control over securities offerings that are conducted overseas and/or foreign investment in issuers based in MainlandChina or Hong Kong.Such action could significantly or completely restrict our
240、ability to offer securities to investors and cause the value of such securities to significantly decline.If we fail to meet applicable listing requirements,Nasdaq may not approve our listing application,or may delist our Shares from trading,in which case the liquidity and market price ofour Shares c
241、ould decline.The recent joint statement by the SEC and PCAOB,proposed rule changes submitted by Nasdaq,and the HFCAA all call for additional and more stringent criteria to be applied toemerging market companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who ar
242、e not inspected by the PCAOB.These developments could adduncertainties to our Offering.If the PRC government imposes new requirements for approval from the relevant PRC authorities to issue the Shares to foreign investors or list on a foreign exchange,such actioncould significantly limit or complete
243、ly hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or beworthless.For a detailed description of the risks above,please refer to pages 21-25.9 Risks Related to our Securities Raising additional capital through th
244、e issuance of Shares may cause dilution to the shareholdings of our existing shareholders.We do not intend to pay dividends on the Shares in the foreseeable future.Our director owns a large percentage of our outstanding Shares and could exercise control over some of our corporate matters.Future sale
245、s of substantial amounts of the Shares by existing shareholders could adversely affect the price of the Shares.The Shares may be subject to substantial price and volume fluctuation due to a number of factors,many of which are beyond our control and may prevent our shareholders fromreselling the Shar
246、es at a profit.We may experience extreme stock price volatility unrelated to our actual or expected operating performance,financial condition or prospects,making it difficult for prospectiveinvestors to assess the rapidly changing value of our Shares.We will incur significant expenses and devote oth
247、er significant resources and management time as a result of being a public company,which may negatively impact our financialperformance and could cause our results of operations and financial condition to suffer.We may lose our status as a“foreign private issuer”in the United States,which would resu
248、lt in increased costs related to regulatory compliance under United States securities laws.Terms of subsequent financings,if any,may adversely impact investors investments.You may face difficulties in protecting your interests,and your ability to protect your rights through U.S.courts may be limited
249、,because we are incorporated in the Cayman Islands andour Operating Subsidiary is incorporated in Hong Kong.Economic substance legislation of the Cayman Islands may adversely impact us or our operations.For a detailed description of the risks above,please refer to pages 25-28.10 Corporate Informatio
250、n One principal executive office is located at Unit 1809,Prosperity Place,6 Shing Yip St.,Kwun Tong,Kowloon,Hong Kong and our phone number is+852 2882 1222.We maintain a corporatewebsite at https:/pcm- information contained in,or accessible from,our website or any other website does not constitute a
251、 part of this prospectus.Implications of Our Being an“Emerging Growth Company”We are an“emerging growth company,”as defined in the Jumpstart Our Business Startups Act(the“JOBS Act”),and we are eligible to take advantage of certain exemptions from variousreporting and financial disclosure requirement
252、s that are applicable to other public companies,that are not emerging growth companies,including,but not limited to,(1)presenting only twoyears of audited financial statements and only two years of related managements discussion and analysis of financial condition and results of operations in this p
253、rospectus,(2)not beingrequired to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002(the“Sarbanes-Oxley Act”),(3)reduced disclosure obligations regardingexecutive compensation in our periodic reports and proxy statements,and(4)exemptions from the requir
254、ements of holding a non-binding advisory vote on executive compensation andshareholder approval of any golden parachute payments not previously approved.We intend to take advantage of these exemptions.As a result,investors may find investing in our Units lessattractive.In addition,Section 107 of the
255、 JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B)of the SecuritiesAct for complying with new or revised accounting standards.As a result,an emerging growth company can delay the adoption of certain accounting s
256、tandards until those standards wouldotherwise apply to private companies.The Company has irrevocably elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 7(a)(2)(B)of the Securities Act.We will remain an em
257、erging growth company until the earliest of(i)the last day of the fiscal year during which we have total annual gross revenues of at least US$1.235 billion;(ii)the last dayof our fiscal year following the fifth anniversary of the completion of this Offering;(iii)the date on which we have,during the
258、preceding three-year period,issued more than US$1.0 billion innon-convertible debt;or(iv)the date on which we are deemed to be a“large accelerated filer”under the Exchange Act,which would occur if the market value of our Shares that are held bynon-affiliates exceeds US$700 million as of the last bus
259、iness day of our most recently completed second fiscal quarter.Once we cease to be an emerging growth company,we will not beentitled to the exemptions provided in the JOBS Act discussed above.Implications of Being a Foreign Private Issuer We are a foreign private issuer within the meaning of the rul
260、es under the Exchange Act.As such,we are exempt from certain provisions applicable to United States domestic public companies.For example:we are not required to provide as many Exchange Act reports,or as frequently,as a U.S.domestic public company;for interim reporting,we are permitted to comply sol
261、ely with our home country requirements,which are less rigorous than the rules that apply to U.S.domestic public companies;we are not required to provide the same level of disclosure on certain issues,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventing is
262、suers from making selective disclosures of material information;we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents or authorizations in respect of a security registered under theExchange Act;and we are not required to comply with Secti
263、on 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insiderliability for profits realized from any“short-swing”trading transaction.11 Implications of Being a Controlled Company Upon the completion of this Offering,we wi
264、ll be a“controlled company”as defined under the Nasdaq Stock Market Rules because we expect that our proposed chief executive officer andproposed executive director,Mr.Chan will hold(i)approximately 44.48%(assuming full exercise of the Warrant and the over-allotment option);(ii)approximately 45.43%(
265、assuming exerciseof the Warrant but not over-allotment option);(iii)approximately 51.71%(assuming exercise of the over-allotment option but not the Warrant);and(iv)approximately 53.00%(assuming noexercise of the over-allotment option or Warrant)of our total issued and outstanding Shares,i.e.,he will
266、 own a majority of our total issued and outstanding Shares and will be able to exerciseapproximately 44.48%(assuming full exercise of the Warrant and the over-allotment option)to approximately 53%(assuming no exercise of the over-allotment option or Warrant)of the totalvoting power of our issued and
267、 outstanding share capital.For so long as we remain a“controlled company,”we are permitted to elect to rely,and may so rely,on certain exemptions fromcorporate governance rules,including:an exemption from the rule that a majority of our board of directors must be independent directors;an exemption f
268、rom the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors;and an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.As a result,you will not have the same protect
269、ion afforded to shareholders of companies that are subject to these corporate governance requirements.Although we do not intend to rely on the“controlled company”exemption under the Nasdaq Stock Market Rules,we could elect to rely on it in the future.If we elected to rely on the“controlled company”e
270、xemption,a majority of the members of our board of directors might not be independent directors and our remuneration and nominating and corporate governancecommittees might not consist entirely of independent directors upon the completion of this Offering.Our status as a“controlled company”could cau
271、se our Units to look less attractive to certaininvestors or otherwise harm our trading price.As a result,the investors will not have the same protection afforded to shareholders of companies that are subject to these corporate governancerequirements.Please refer to the paragraph titled“Risk Factors
272、Risks Related To Our Business and Industry Our controlling shareholder has control over our corporate matters.”12 The Offering Securities offered by the Company2,000,000 Units,with each Unit consisting of(i)one Share and(ii)one Warrant(assuming noexercise of the over-allotment option).2,300,000 Unit
273、s,with each Unit consisting of(i)one Share and(ii)one Warrant(assuming fullexercise of the over-allotment option).Each Warrant entitles the holder thereof to purchase one Share at a price of$4.00 per Share.Only whole Warrants are exercisable.The Warrants are exercisable at any time for a period ofon
274、e year from the date of effectiveness of this registration statement.The Warrants and theShares comprising the Units will be purchased together in this Offering.The exercise price andthe number of shares into which the Warrant may be exercised are subject to adjustments incertain circumstances.See“D
275、escription of the Securities We are Offering Warrants”for adiscussion of the terms of the Warrants.Securities outstanding before and after this Offering10,000,000 Shares and 12,000,000 Shares(assuming no exercise of the over-allotment optionand no exercise of the Warrants included in this Offering),
276、respectively.10,000,000 Shares and 12,300,000 Shares(assuming full exercise of the over-allotment optionand no exercise of the Warrants included in this Offering),respectively.10,000,000 Shares and 14,000,000 Shares(assuming no exercise of the over-allotment optionand full exercise of the Warrants i
277、ncluded in this Offering),respectively.10,000,000 Shares and 14,300,000 Shares(assuming full exercise of the over-allotment optionand full exercise of the Warrants included in this Offering),respectively.Underwriters over-allotment optionThe Company has granted the Underwriter an option for a period
278、 of 45 days after the date ofthis Prospectus to purchase up to an additional 300,000 Units at the public offering price less theunderwriting discount.Underwriter warrantsWe will issue to the Underwriter warrants for a nominal consideration of US$0.01 entitling theUnderwriter to purchase 5%of the agg
279、regate number of Units issued in this Offering,at anexercise price per share equal to 100%of the initial public offering price per share(the“Underwriter Warrants”).The Underwriter Warrants are exercisable commencing nine(9)months from the effective date of the Offering and will expire on the first a
280、nniversary from thecommencement of sale of this offering.Use of proceedsThe net proceeds from this Offering(after deduction of underwriting fees and estimatedexpenses payable by us in relation to this Offering),assuming an Offer Price of US$4.00 perShare(excluding any exercise of the Underwriters ov
281、er-allotment option and excluding anyexercise of the Warrants included in this Offering),being the price sets forth on the cover pageof this Prospectus,are estimated to be approximately US$5,600,000.The net proceeds from this Offering(after deduction of underwriting fees and estimatedexpenses payabl
282、e by us in relation to this Offering),assuming an Offer Price of US$4.00 perShare(including full exercise of the Underwriters over-allotment option but excluding anyexercise of the Warrants),being the price sets forth on the cover page of this Prospectus,areestimated to be approximately US$7,100,000
283、.The net proceeds from this Offering(after deduction of underwriting fees and estimatedexpenses payable by us in relation to this Offering),assuming an Offer Price of US$4.00 perShare(excluding any exercise of the Underwriters over-allotment option but including fullexercise of the Warrants),being t
284、he price sets forth on the cover page of this Prospectus,areestimated to be approximately US$13,600,000.The net proceeds from this Offering(after deduction of underwriting fees and estimatedexpenses payable by us in relation to this Offering),assuming an Offer Price of US$4.00 perShare(including ful
285、l exercise of the Underwriters over-allotment option and full exercise of theWarrants),being the price sets forth on the cover page of this Prospectus,are estimated to beapproximately US$14,800,000.DividendsSee“Dividend Policy.”Lock-upWe have agreed with the Underwriter not to offer for sale,issue,s
286、ell,contract to sell,pledge orotherwise dispose of any of the Shares or securities convertible into Shares for a period of 180days commencing on the date of this Prospectus.See“Underwriting”for additionalinformation.ListingWe will apply to list our Shares listed on the Nasdaq Capital Market.Symbol“G
287、CDT”for our Shares Transfer AgentOdyssey Trust Company Risk factorsSee“Risk Factors”and other information included or incorporated by reference in thisProspectus for a discussion of factors you should carefully consider before deciding to invest inthe Units.13 EXCHANGE RATE INFORMATION The Company i
288、s a holding company with operations conducted in Hong Kong through its key operating Subsidiary in Hong Kong,Boca International Limited and its reportingcurrency is in Hong Kong dollars.Translations of amounts from HK$into US$are solely for the convenience of the reader and were calculated at the ra
289、te of US$1=HK$7.8,representing thenoon buying rate in The City of New York for cable transfers of HK$as certified for customs purposes by the Federal Reserve Bank of New York on the last trading day of September 30,2023.No representation is made that the HK$amount represents or could have been,or co
290、uld be converted,realized,or settled into US$at that rate,or at any other rate.RISK FACTORS This offering(this“Offering”)and an investment in the Units involve risks and uncertainties.You should consider carefully the risks described below,as well as all other informationcontained or incorporated by
291、 reference in this Prospectus,before you decide to invest in the Units.Additional risks and uncertainties of which we are not presently aware or currently deemimmaterial could also affect our business,financial condition,and results of operations.If any of these risks and uncertainties actually occu
292、rs,our business,financial condition and results ofoperations could be materially and adversely affected.In that event,the trading price of the Shares underlying the Units would likely decline and you might lose all or part of your investment.Risks Related to Our Business and Industry Our expansion p
293、lan may not be successfully implemented or achieve the intended economic results or business objectives.We believe that our future success depends in part on our ability to enhance our production capabilities.Therefore,we intend to invest a substantial portion of our net proceeds and our internalres
294、ources to the enhancement of our production capacity.This would include increasing our production utilization rate,improving our production efficiency,acquiring new equipment andupgrading our existing equipment,and acquiring production facilities in addition to improving our existing production proc
295、esses.In order to meet the growing demand for our products and ourenergy saving solutions,as well as to deliver high quality products at a competitive cost level,we plan to utilize 46.8%of the net proceeds from this Offering for expanding the productioncapacity of our production base for phase chang
296、e material(“PCM”)by the construction of a factory and the acquisition of production machineries.Notwithstanding the foregoing,the implementation of our expansion plans may be affected by the following risks:(i)the demand for our PCM products or our energy saving solutions may notgrow at all or in li
297、ne with the expansion in our production capacity;(ii)our direct labor costs,subcontracting costs,and costs for raw materials may fluctuate significantly due to general marketconditions which are beyond our control;(iii)we may fail to attract or retain experienced and suitable personnel to carry out
298、our business plans;and(iv)the construction of new productionfacilities may encounter unforeseeable problems such as natural disasters,the failure to obtain required government approvals,and legal or regulatory impediments imposed by localgovernments.There is no assurance that we will realize our exp
299、ansion plans in the manner or time we expect,or at all,or that such plans will prove effective.In the event that we fail to accomplish ourexpansion plans in a timely manner,or at all,we may not be able to achieve our planned future business growth,which in turn may materially and adversely affect ou
300、r operating results.Furthermore,our future expansion plans may involve significant capital expenditures,which may not be recoverable or may not result in significant revenue growth.Our business,operatingresults,and financial position may be materially and adversely affected if our business objective
301、s and expansion plan are not achieved.We are subject to concentration risk because a significant portion of our revenue was derived from one customer.For the years ended March 31,2022 and 2023 and September 30,2023,our major customer,HAECO,contributed to approximately 99.6%,85.6%and 100%of our reven
302、ue,respectively,savefrom above disclosure,there is no other single customer that contributed more than 10%of our total revenue for the years ended March 31,2022 and 2023 and September 30,2023.Our othercustomers in the relevant year included biotechnology product distributor and consultancy,hotel gro
303、up,and chemical company,who contributed to a relatively small portion of our revenue inthe business segments of maintenance services and sales of materials.Generally,a high concentration of revenue from one customer means that the loss of business from them may have asignificant negative impact on o
304、ur business and financial positions.Even though we have entered into an agreement with HAECO for a period of ten years,our business and results ofoperations could be adversely affected if it terminates the agreement,whether for convenience,for default in the event of a breach by us,or for other reas
305、ons specified in the agreement.We rely heavily on a limited number of external suppliers of raw materials in order to produce PCM.Our production of PCM is dependent on a limited number of external suppliers for the supply of various raw materials,such as chemicals and nanomaterials.Nanomaterials are
306、 one of the majorcomponents involved in the production of PCM and must be manufactured to a high standard in order to be suitable for our use.Although we are continually seeking additional suppliers ofnanomaterials that meet our high standards,we currently depend on just one supplier based in German
307、y.Currently,no long-term agreement has been entered into between us and the Germansupplier and all transactions thus far between the parties have been conducted on an order-by-order basis in the form of purchase orders.Should our demand for nanomaterials see a significantincrease,we will consider en
308、tering into long-term or framework agreements with the said German supplier.In light of the foregoing,although we have established stable relationships with ourcurrent suppliers,we cannot guarantee that we will be able to obtain nanomaterials in sufficient amounts and/or on a timely basis in the fut
309、ure.If our suppliers fail to satisfy our orders for rawmaterials,including nanomaterials,and we are unable to identify and negotiate satisfactory commercial terms with alternative suppliers,our production of PCM may be seriously disrupted.Asa result,our business,operating results,and financial posit
310、ion could be materially and adversely affected.14 We rely on our suppliers to provide certain essential machinery and equipment for our customized energy saving system.Our customized energy saving system comprises a range of machinery and equipment.Except for PCM,which we manufacture in-house,we pro
311、cure all other machinery and equipment,suchas refrigeration units,chillers,water pumps,and cooling towers from our suppliers.For example,in addition to our BocaPCM-TES System and fully automatic control system,our Ultra-HighEfficiency Boca Hybrid Power Chiller Plant is mainly comprised of cooling to
312、wers and refrigeration units,which are manufactured by our suppliers.Additionally,since our customized energysaving system is individually tailored to each customers needs,adjustment to the specifications of the relevant machinery and equipment may be necessary from time to time.We cannotguarantee t
313、hat our suppliers will be able to comply with our requests for such adjustments.To ensure the satisfactory performance of our customized energy saving system,we engage a limited number of suppliers that reliably deliver essential machinery and equipment that meet ourstandards.If our suppliers are un
314、able to provide us with such machinery and equipment in a timely fashion,or at all,our ability to deliver our customized energy saving system could beimpaired,which,in turn,could have a material adverse effect on our business,results of operations,and financial position.Moreover,since we generally d
315、o not enter into long-term contractswith our machinery and equipment suppliers,if we fail to develop stable relationships or negotiate new arrangements on acceptable terms with such suppliers,we may face uncertainties whendesigning our customized energy saving system for our customers and we may be
316、unable to accurately estimate the costs involved.Accordingly,our business,operating results,and financialposition could be materially and adversely affected.We rely on our sub-contractors to install our customized energy saving system at our customers designated sites.We engage sub-contractors for t
317、he installation of our customized energy saving system at our customers designated sites.We cannot provide assurance that the quality of services rendered by our sub-contractors will meet our standards or the standards of our customers,or that we will be able to supervise our sub-contractors work as
318、 directly and efficiently as we supervise our own employees.Therefore,we are subject to non-performance,late performance,or sub-standard performance by our sub-contractors.Since we remain accountable to our customers for the performance and quality of our subcontractors work,we may incur additional
319、costs or be subject to contractual liability forour sub-contractors unsatisfactory performance.Moreover,there is no assurance that we will always be able to secure services from suitable sub-contractors or negotiate acceptable fees andterms of services with them.In such event,we may face delay or di
320、sruption to our installation schedule.The realization of any of the aforementioned risks could materially and adversely affectour business,operating results,and financial position.We may suffer from unexpected disruptions to our research and development,production of PCM,and provision of energy savi
321、ng services as our laboratory equipment,productionfacilities and customized energy saving system may fail to perform as we expected.Our research and development,production of PCM and provision of energy saving services are dependent on the uninterrupted operation of our laboratory equipment,producti
322、on facilities andcustomized energy saving system,respectively.We use specially designed equipment to study and explore the physical characteristics of different formulations of PCM,prepare raw materials,and produce PCM by combining various raw materials in accordance with our unique formulas.Therefo
323、re,our research,development and production of PCM depends on the suitable condition,specification and configuration of our laboratory equipment and production facilities.Additionally,since the revenue generated from our provision of energy saving services is performance-based,it is of paramount impo
324、rtance that our customized energy saving system delivers cost savings to our customers,which requires that it operates continuously and performs to a highstandard.15 Finally,our machinery and equipment may fail to perform as expected due to wear and tear or latent defect,and our production is subjec
325、t to interruption due to fire,labor strikes,naturaldisasters and non-compliance with applicable laws and regulations.Some of these operational risks are beyond our control.If any such risk materializes and we are unable to remedy its effectsin a timely and proper manner,our business,operating result
326、s,and financial position could be materially and adversely affected.The outbreak of COVID-19 affected,and may continue to affect,our business operation.An outbreak of respiratory illness caused by the novel coronavirus(“COVID-19”)first emerged in December 2019.The World Health Organization declared
327、the outbreak of COVID-19 aPublic Health Emergency of International Concern on January 30,2020 and subsequently a pandemic on March 11,2020.Since December 2019,the outbreak of COVID-19 has materially andadversely affected the global economy.With a view to containing the spread of COVID-19,various gov
328、ernments have implemented strict measures,including travel restrictions,quarantines,social distancing,remote work policies,and even temporary suspension of businesses.During the COVID-19 pandemic,there has been limited access to international shipping services and a disruption in the shipping schedu
329、les.We rely heavily on international shipping and travelto deliver our products and services to our customers.We ship PCM and other required equipment to our overseas customers while our staff travel to their sites to provide technical assistance.Disruption to international shipping and travel has h
330、ad,and may continue to have,a material adverse impact on delivering our products and services to our overseas customers.In view of the stringent quarantine measures caused by the COVID-19 outbreak in 2019,we have strengthened our relationship with overseas agents and have relied on them to promote o
331、urbusiness in other countries/regions.They are able to hold in person meetings with foreign customers and attend site visits on our behalf.However,as we provide tailor-made energy savingsolutions with a technology relatively new to the market,the potential customers that our agents identify,may stil
332、l want to have a face-to-face meeting with us.As of March 31,2022,at leastfive potential customers in Mainland China,Southeast Asia,and the Middle East requested in person meetings with our technical staff before agreeing to enter into contracts.Although the travel restrictions and/or quarantine mea
333、sures in most of the countries/regions have been lifted,the extent to which the COVID-19 pandemic continues to impact our business andoperations will depend on its future developments around the world and the different policies adopted by the governments,many of which are uncertain and beyond our control,and we cannotguarantee that we will be able to respond effectively to such developments.As a r