UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _____________.

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report:

Commission file number: 001-43046

Green Circle Decarbonize Technology Limited

(Exact name of Registrant as Specified in its Charter)

Cayman Islands

(Jurisdiction of incorporation or organization)

Green Circle Decarbonize Technology Limited

Unit 1809, Prosperity Place, 6 Shing Yip St.

Kwun Tong, Kowloon, Hong Kong 0000

 (Address of principal executive offices)

Chan Kam Biu Richard

Telephone: +852 2882 1222

Unit 1809, Prosperity Place, 6 Shing Yip St.

Kwun Tong, Kowloon, Hong Kong 0000

(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

As of March 31, 2026, there were 12,875,000 ordinary shares of the registrant issued and outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company 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 transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED 

ANNUAL REPORT ON FORM 20-F

TABLE OF CONTENTS

INTRODUCTION

Except where the context otherwise requires and for purposes of this annual report on Form 20-F (this “Annual Report”) only:

We are a holding company with operations conducted in Hong Kong through our key Operating Subsidiary in Hong Kong, Boca International Limited, and our reporting currency is in Hong Kong dollars. Translations of amounts from Hong Kong dollars into United States dollars are solely for the convenience of the reader, and, unless otherwise noted, were calculated at the rate of US$1.00 = HK$7.8000, representing the noon buying rate in The City of New York for cable transfers of Hon Kong Dollar as certified for customs purposes by the Federal Reserve Bank of New York on March 31, 2026. No representation is made that the Hong Kong Dollar amounts represent or could have been, or could be converted, realized, or settled into United States Dollars at such rates, or at any other rate.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report contains “forward-looking statements” for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that represent our beliefs, projections and predictions about future events. All statements other than statements of historical fact are “forward-looking statements,” including any projections of earnings, revenue or other financial items, any statements of the plans, strategies and objectives of management for future operations, any statements concerning proposed new projects or other developments, any statements regarding future economic conditions or performance, any statements of management’s beliefs, goals, strategies, intentions and objectives, and any statements of assumptions underlying any of the foregoing. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions. 

These forward-looking statements include, but are not limited to, such matters as:

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 of future performance, taking into account the 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, levels of activity, performance, or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks described under “Item 3. Key Information - D. Risk Factors” in this Annual Report. The forward-looking statements made in this Annual Report relate only to events or information as of the date on which the statements are made in this Annual Report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should thoroughly read this Annual Report with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

3.A. [Reserved]

3.B. Capitalization and Indebtedness

Not applicable.

3.C. Reasons for the Offer and Use of Proceeds

Not applicable.

3.D. Risk Factors

An investment in our securities involves risks and uncertainties. You should consider carefully the risks described below, as well as all other information contained in this Annual Report, before you decide to invest in our securities. Additional risks and uncertainties of which we are not presently aware or currently deem immaterial could also affect our business, financial condition, and results of operations. If any of these risks and uncertainties actually occurs, our business, financial condition and results of operations could be materially and adversely affected. In that event, the trading price of our securities would likely decline and you might lose all or part of your investment. You should only consider investing in our securities if you can bear the risk of loss of your entire investment.

Summary of Significant Risk Factors

Our business is subject to a number of risks and uncertainties, including risks that may prevent us from achieving our business objectives or may materially and adversely affect our business, financial condition, results of operations, cash flows, and prospects. These risks are discussed more fully below and include, but are not limited to, the following:

Risks Related to Our Business and Industry

Risks Related to Conducting Business in the PRC

Risks Related to our Securities

Risks Related to Our Business and Industry

Our expansion plan 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 resources to the enhancement of our production capacity. This would include increasing our production utilization rate, improving our production efficiency, acquiring new equipment and upgrading our existing equipment, and acquiring production facilities in addition to improving our existing production processes. In order to meet the growing demand for our products and our energy saving solutions, as well as to deliver high quality products at a competitive cost level, we plan to invest in the expansion of the production capacity of our production base for phase change 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, among others:

There is no assurance that we will realize our expansion 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 our expansion 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 our 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, operating results, and financial position may be materially and adversely affected if our business objectives and expansion plan are not achieved.

We are subject to concentration risk because a significant portion of our revenue is derived from a few customers.

A substantial portion of our revenue is derived from a small number of customers. For the year ended March 31, 2026, a substantial portion of our revenue was derived from the following customers: Hong Kong Aircraft Engineering Company Limited (“HAECO”) contributed approximately 48.47%; Macau University of Science and Technology Foundation - University Hospital contributed approximately 46.89%; and LMP International Limited contributed approximately 4.64%. For the year ended March 31, 2025, a substantial portion of our revenue was derived from the following customers: LMP International Limited contributed approximately 51.26%; HAECO contributed approximately 30.64%; and SOAR Equipment Rental Company Limited contributed approximately 18.10%

As a result of this concentration, our business, results of operations and financial condition are particularly vulnerable to adverse developments affecting any of such customers. The loss of any significant customer, a material reduction in orders, pricing pressure, a change in the timing of purchases, a failure to renew or extend existing arrangements, or the financial distress or insolvency of any such customers could result in a substantial decline in our revenue.

We may not be able to replace any lost revenue from a significant customer on comparable terms or at all, and any efforts to diversify our customer base may require significant time and resources and may not be successful. Accordingly, our reliance on a limited number of customers subjects us to heightened business risk and may cause our operating results to fluctuate materially from period to period.

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 one of the major components 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 of nanomaterials that meet our high standards, we currently depend on just one supplier based in Germany. Currently, no long-term agreement has been entered into between us and the German supplier 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 significant increase, we will consider entering into long-term or framework agreements with the said German supplier. In light of the foregoing, although we have established what we believe is a stable relationship with our current supplier, we cannot guarantee that we will be able to obtain nanomaterials in sufficient amounts and/or on a timely basis in the future. If our supplier fails to satisfy our orders for raw materials, including nanomaterials, and we are unable to identify and negotiate satisfactory commercial terms with alternative suppliers, our production of PCM may be seriously disrupted. As a result, our business, operating results, and financial position could be materially and adversely affected.

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 procure all other machinery and equipment, such as refrigeration units, chillers, water pumps, and cooling towers from our suppliers. For example, in addition to our BocaPCM-TES System (as defined herein) and fully automatic control system, our Ultra-High Efficiency Boca Hybrid Power Chiller Plant is mainly comprised of cooling towers and refrigeration units, which are manufactured by our suppliers. Additionally, since our customized energy saving system is individually tailored to each customer’s needs, adjustment to the specifications of the relevant machinery and equipment may be necessary from time to time. We cannot guarantee that 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 our standards. If our suppliers are unable 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 be impaired, which, in turn, could have a material adverse effect on our business, results of operations, and financial position. Moreover, since we generally do not enter into long-term contracts with 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 when designing our customized energy saving system for our customers and we may be unable to accurately estimate the costs involved. Accordingly, our business, operating results, and financial position could be materially and adversely affected.

We rely on our subcontractors to install our customized energy saving system at our customers’ designated sites.

We engage subcontractors for the installation of our customized energy saving system at our customers’ designated sites.

We cannot provide assurance that the quality of services rendered by our subcontractors will meet our standards or the standards of our customers, or that we will be able to supervise our subcontractors’ work as directly and efficiently as we supervise our own employees. Therefore, we are subject to non-performance, late performance, or sub-standard performance by our subcontractors. Since we remain accountable to our customers for the performance and quality of our subcontractors’ work, we may incur additional costs or be subject to contractual liability for our subcontractors’ unsatisfactory performance. Moreover, there is no assurance that we will always be able to secure services from suitable subcontractors or negotiate acceptable fees and terms of services with them. In such event, we may face delay or disruption to our installation schedule. The realization of any of the aforementioned risks could materially and adversely affect our business, operating results, and financial position.

We may suffer from unexpected disruptions to our research and development, production of PCM, and provision of energy saving services as our laboratory equipment, production facilities 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, production facilities and customized 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. Additionally, since the revenue generated from our provision of energy saving services is performance-based, it is of paramount importance that our customized energy saving system delivers cost savings to our customers, which requires that it operates continuously and performs to a high standard.

Finally, our machinery and equipment may fail to perform as expected due to wear and tear or latent defect, and our production is subject to interruption due to fire, labor strikes, natural disasters and non-compliance with applicable laws and regulations. Some of these operational risks are beyond our control. If any such risks materializes and we are unable to remedy its effects in a timely and proper manner, our business, operating results, and financial position could be materially and adversely affected.

Our business relies on debt and equity financing to settle upfront costs in relation to our performance-based contracts.

Given the application of PCM in our energy saving solution, as well as our size and scale of operation, we strategically enter into performance-based contracts with our energy saving solution customers, under which these customers pay no upfront costs for the procurement of machinery or installation of our customized energy saving systems. Instead, the customers pay a portion of any subsequent energy cost savings during the term of the energy performance contracts. As a result, we bear significant costs during the initial stage of each performance-based contract. To date, we have relied on debt and equity financing to satisfy our capital requirements. However, there is no assurance that we will continue to obtain sufficient financing for our future performance-based contracts, particularly if this business segment continues to expand. If we fail to secure sufficient financing on favorable terms or maintain reliable financing channels, we may not be able to sustain our current business model, which could materially and adversely affect our business, operating results, and financial position. 

Additionally, we rely on our customers’ ability to make regular payments during the term of each performance-based contract in order to repay the loan we secured to finance the implementation of our energy saving solution. If our customers default on their payments under such contracts or become insolvent, we may be unable to repay the loan. Our failure to repay our creditors may also damage our credit rating and thus our ability to secure financing for future operations. As a result of the occurrence of any of the foregoing, our business, operating results, and financial position could be materially and adversely affected.

We do not own our office.

We lease our office. We may not be able to negotiate extensions of these leases and may therefore be forced to move our office or production site to a different location, or our rent may increase. We may also incur additional costs if we are forced to relocate from our current premises, including, but not limited to, logistical expenses such as reinstallation costs for relocating our machinery and equipment. Additionally, if we fail to secure suitable new locations after the expiration of our leases, we may be forced to pause our operations until suitable alternatives are found. Any of the foregoing risks could, if realized, materially and adversely affect our business, operating results, and financial position.

We rely on local agents to capture business opportunities outside Hong Kong.

In light of growing awareness of greenhouse gas emissions being a major contributor to climate change, as evidenced by the commitments of over 190 countries under the Paris Agreement to reduce greenhouse gas emissions, we intend to expand our business and deliver our energy saving solution to customers globally. However, as we lack the experience in local industrial practices and established business networks in certain markets outside Hong Kong, it is difficult and costly for us to identify and contact potential customers in these markets directly. Therefore, we typically engage local agents with experience, knowledge, and business networks to assist us in marketing and selling our products and services. To manage our network of local agents, we usually enter into two-year agency agreements. Under such agreements, our local agents are granted the right to market, distribute, and install our products within the specified market at an agreed price which is subject to our regular review. Accordingly, our success in markets outside Hong Kong depends on our ability to effectively manage our local agents through our contractual arrangements relating to, among other things, geographical and product exclusivity, pricing and payment terms, and protection of intellectual property rights.

If any of our local agents fail to comply with the terms of our agency agreements, or if we are unable to effectively oversee the compliance of our agents with our agency agreements, the sales and marketing network for our products and services may be disrupted. Moreover, since we rely heavily on our local agents to explore markets outside Hong Kong and promote our products and services, our business, operating results, and financial position could be materially and adversely affected if such agents fail to secure new business opportunities or fail to maintain relationships with our existing customers. Furthermore, considering the importance of our network of local agents to our business, failure to retain our existing local agents or recruit additional local agents could have a material and adverse effect on our business, operating results, and financial position. 

Our management personnel lack experience in managing a public company.

Although we market and sell our products and services worldwide, we are a small Hong Kong-based energy saving solutions provider and our management personnel lack experience in managing a public company. As we continually seek new hires with relevant experience and expertise to join our management personnel, we expect to rely on our existing management personnel to oversee the day-to-day operation of our business. Our existing management personnel may be unable to undertake further responsibilities as we grow. A transitional period may be required for our management personnel to adapt to their new duties, which may result in a temporary disruption to our day-to-day business operation. The occurrence of any of these developments could materially and adversely affect our business, operating results, and financial position.

A substantial portion of our revenue depends on the quality and efficiency of our maintenance and technical support.

We strive to deliver high quality and efficient maintenance and technical support to our customers in order to ensure customer satisfaction and, with respect to our energy performance-based contract, to maximize energy savings and increase revenue. However, provision of high quality and efficient maintenance services and technical support is subject to risks that are beyond our control, including, for example, the severity of the issues encountered by our customers and the availability of requisite parts and labor. If we cannot resolve maintenance or technical issues in a timely manner or if our maintenance or technical support is ineffective or fails to meet our customers’ expectations, our customer relationships and energy saving systems could be impaired, materially and adversely affecting our business, operating results, and financial position.

Our existing insurance coverage may not provide adequate protection from losses.

In accordance with industry practice, we maintain certain insurance policies which protect our property, including our machinery and equipment, from loss. Nevertheless, we are unable to guarantee that our current insurance policies are sufficient to cover all risks associated with our operations, office, or production facility. Similarly, we cannot guarantee that we will be able to successfully claim our losses under our current insurance policies on a timely basis, or at all. If we incur any losses that are not covered by our insurance policies, or the compensated amount is significantly less than our actual losses, our business, operating results, and financial position could be materially and adversely affected.

We may breach our obligations under our performance-based contracts and our energy saving solutions may fail to produce anticipated energy savings.

We enter into performance-based contracts with certain of our energy saving solutions customers, under which our income varies depending on such customers’ energy savings. If our energy saving solutions fail to operate efficiently or otherwise perform as expected, we will be unable to maximize our income under our performance-based contracts. In addition, if we breach our obligations under such contracts, we may be liable for customer losses or damages caused by such breach. Furthermore, any failure on our part to perform our contractual obligations could harm our reputation in the industry and hinder our ability to secure future contracts. Accordingly, our business, operating results, and financial position could be materially and adversely affected.

We depend on, and may have difficulty acquiring and retaining, key management and other personnel.

The PCM-TES industry is competitive and subject to rapid technological, social, and regulatory changes, requiring us to possess significant intellectual capital in order to succeed. We depend on the continued service of our key management personnel and other key employees, including, in particular, our founding shareholder, Chief Executive Officer and Executive Director, Mr. Chan. Mr. Chan oversees our general business operations and administration, including with respect to research and development, sales and marketing, customer relations, product design, plant construction, PCM production, quality control, and maintenance and technical support. We also rely on Mr. Chan’s authorization to use certain intellectual property rights, including our trademark and domain name. Therefore, Mr. Chan is crucial to the success and continuous growth of our business. If we lose any key management personnel or any other key employee, including, in particular, Mr. Chan, we may fail to locate a suitable replacement, and we may incur significant time costs as well as expenses recruiting and training a replacement.

Additionally, in order to maintain our business growth, we must identify, attract, hire, develop, motivate, and retain highly-skilled employees, which requires significant time and expense, particularly as competition for such employees in our industry is intense. We may make significant investments to attract and retain new employees but fail to realize returns on these investments. Additionally, changes to our management structure may disrupt our business operations, particularly if our management personnel, including any new hires, fail to work together effectively and to execute our business plans in a timely manner. If any of our plans to hire or retain key management and employees fail to be successfully implemented or to achieve the intended results, our business operations, future development, and financial conditions could suffer a material and adverse impact. The occurrence of any of the foregoing could materially and adversely affect our business, operating results, and financial position.

The PCM-TES industry is competitive and subject to change, and our competitors may have superior financial and technical resources.

Our leading PCM technology and its application in energy saving products to enhance efficiency distinguish us from our competitors. However, our competitors may develop technologies that achieve similar or superior energy savings. Additionally, our competitors may have superior financial and technical resources to devote to research and development, marketing and sales, and maintenance and technical support. Our future success depends on our ability to respond rapidly to evolving technologies, adapt our products and services to changing industry standards and government regulations, and improve the performance and reliability of our products and services. If we fail to achieve any of the foregoing, our products and services may become less attractive to existing and potential customers, which could materially and adversely affect our business, operating results, and financial position.

We may be involved in disputes or legal and other proceedings.

We may be involved in disputes or legal and other proceedings with our customers, suppliers, and subcontractors. These disputes may lead to litigation or other dispute resolution proceedings, resulting in substantial costs as well as delays in our development and production schedules, and a diversion of resources and management’s attention, regardless of the outcome. We may also have disagreements with regulatory authorities, which may subject us to administrative proceedings and unfavorable decisions that result in penalties or delay or disrupt the development and operations of our facilities. Such litigation, dispute resolution proceedings, and administrative proceedings may materially and adversely affect our business, operating results, and financial position.

We may fail to protect our intellectual property rights.

We rely on a combination of patents, trademarks, and domain names to operate and promote our business. As of the date of this Annual Report, Mr. Chan owns one registered trademark in Hong Kong and one domain name. Mr. Chan has granted us a license to use this trademark and domain name. Moreover, we have applied for patent registration of our Ultra-High Efficiency Boca Hybrid Power Chiller Plant in the United States and the PRC, and we rely on the relevant laws and regulations in Hong Kong, the United States, and the PRC to protect our intellectual property rights.

Although our intellectual property rights are protected by relevant laws and regulations, policing unauthorized use of intellectual property may be difficult and expensive, and we may need to resort to litigation to enforce or defend our intellectual property rights or to determine the enforceability, scope, and validity of our proprietary rights or the proprietary rights of others. Such litigation and an adverse determination in any such litigation, if any, could result in substantial costs, which may or may not be recoverable, in part or in full, and harm our business and financial position. Additionally, any infringement of our intellectual property rights associated with our Ultra-High Efficiency Boca Hybrid Power Chiller Plant or other infringement of our intellectual property rights could negatively affect our competitive advantages. If our products and services become less competitive, we may experience a significant loss of income, which could materially and adversely affect our business, operating results, and financial position.

Fluctuations in exchange rates could have a material adverse effect on our results of operations and the price of our securities.

Our Operating Subsidiary is based in Hong Kong and maintains its books and records in its local currency, the Hong Kong Dollar, which is its functional currency, and our reporting currency is also in Hong Kong Dollars. Going forward, it is anticipated that a substantial part of our revenues and expenditures will be denominated in foreign currencies, such as U.S. dollars, Euros, Pound sterling, and RMB if we successfully expand our business worldwide. As a result, fluctuations in the exchange rates between the Hong Kong Dollar and foreign currencies may affect our relative purchasing power in foreign currencies. Such exchange rate fluctuations and any re-measurement in relation to our consolidated financial statements arising therefrom could reduce our profits and show a skewed translated value of our net assets when reported in Hong Kong Dollars. This change in value could materially and adversely impact our business, operating results, and financial position.

We depend on governments to incentivize the development and implementation of energy-saving technologies.

Over 190 countries have signed the Paris Agreement, committing themselves to reducing greenhouse gas emissions, a significant contributor to climate change. In order to satisfy such commitments, many signatories have created incentives for businesses engaged in developing and implementing energy-saving technologies. For example, on January 1, 2018, the Hong Kong government introduced the voluntary Energy Efficiency Registration Scheme for Buildings (the “EERSB”) which serves to encourage building owners to outperform the statutory minimum requirements under the Buildings Energy Efficiency Ordinance (Chapter 610 of the Laws of Hong Kong). All new and existing buildings or premises may apply for joining the EERSB provided that they (i) outperform the statutory minimum requirements on energy performance, and (ii) obtain certificates of good building energy performance through the BEAM Plus Assessment System managed by the Hong Kong Green Building Council or other internationally recognized building environmental assessment systems. The capital expenditure incurred on the construction of energy efficient building installations (including lighting, air-conditioning, and lift and escalator installations) registered under the EERSB may be eligible for accelerated tax deduction. Our business depends on such incentives in order to stimulate demand for our customized energy saving solutions. However, we cannot guarantee that we will continue to benefit from such incentives, as they may be amended or abolished, in which case our business, operating results, and financial position could be materially and adversely affected.

The market acceptance of energy saving solutions services is not certain.

Our customized energy saving solutions comprises PCM and other technologies that may be unfamiliar to potential customers. In order to promote market awareness and acceptance of such technologies, we regularly engage in presentations and seminars. However, we are unable to guarantee that our energy-saving products and services will be widely accepted by market stakeholders. Failure to achieve market acceptance may prevent us from attracting additional customers and expanding our business, which could materially and adversely affect our business, operating results, and financial position.

Our controlling shareholder has control over our corporate matters.

As of August 9, Mr. Chan, our Chief Executive Officer and executive director, beneficially owned and controlled 6,360,000 Ordinary Shares, representing approximately 46.93% of our total issued and outstanding Ordinary Shares as of August 9, 2026 (in all cases, without giving effect to the Reclassification (as defined herein) approved at the Extraordinary General Meeting (as defined herein) held on August 10, 2026). Mr. Chan holds, and will continue to hold, control over corporate matters requiring shareholder approval and over our operations, including, without limitation, electing directors and approving material mergers, acquisitions or other business combination transactions. This concentrated control will limit your ability to influence corporate matters and could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving other holders of our Ordinary Shares of the opportunity to sell their Ordinary Shares at a premium over the prevailing market price.

Our controlling shareholder may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.

Because our controlling shareholder has control over our corporate matters, his interests may differ from the interests of our company as a whole. The shareholder could, for example, appoint directors and management without the requisite experience, relations or knowledge to steer our company properly because of their affiliations or loyalty, and such actions may materially and adversely affect our business and financial condition. Currently, we do not have any arrangements to address potential conflicts of interest between the shareholder and our company. If we cannot resolve any conflict of interest or dispute between us and the shareholder, we would have to rely on legal proceedings, which could disrupt our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.

We might need to raise capital in the future to fund our existing commercial operations, develop and commercialize new products and technologies and expand our operations.

Based on cash flow projections for operating activities and our available cash and cash equivalents, we believe that we have sufficient funds for sustainable operations and will be able to meet our payment obligations from operations for the next twelve months from the date of this Annual Report. This estimate is based on assumptions that may prove to be wrong, and we may use our available capital resources sooner than we currently expect. If our available cash balances, borrowing capacity, anticipated cash flow from operations and proceeds from our completed offerings are insufficient to satisfy our liquidity requirements, including because of lower demand for our proprietary PCM TES technology as a result of the risks described in this Annual Report or otherwise, we may utilize the Equity Purchase Agreement (as defined below), seek to raise equity or debt capital, enter into bank loans or bank credit facilities or enter into another form of third-party funding.

We may consider raising capital in the future to fund our existing operations, expand our operations, or for other reasons, including to:

Our present and future funding requirements will depend on many factors, including:

Additionally, our ability to raise capital in a timely manner if needed in the future may be limited, or such capital may be unavailable on acceptable terms, if at all. Any equity or convertible debt financing we enter would likely be dilutive to our existing shareholders and any future debt financing we enter into may impose covenants upon us that restrict our operations, such as limitations on our ability to incur liens or additional debt, repurchase our Ordinary Shares, make certain investments and engage in certain mergers, consolidations or asset sale transactions. Any debt financing or equity that we raise may contain terms that are not favorable to us or our shareholders. If access to sufficient capital is not available as and when needed, our business will be materially impaired and we may be required to cease operations or we may be required to significantly reduce expenses, seek a merger or joint venture partner, file for protection from creditors or liquidate all or part of our assets.

Risks Related to Conducting Business in the PRC

Changes in China’s economic, political, or social conditions or government policies could have a material adverse effect on our business, operating results, and financial position.

We anticipate that a substantial part of our future growth and development will be attributable to the PRC market. Accordingly, our business, prospects, financial conditions, and operations may be influenced significantly by the political, economic, and social conditions in China.

The Chinese economy differs from the economies of most developed countries in certain respects, including the amount of government involvement, level of development, growth rate, control of the foreign exchange, and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.

While the Chinese economy has experienced significant growth over the past few decades, growth has been uneven, both geographically and among various sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy but may harm us. For example, our business, operating results, and financial condition may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past, the Chinese government has implemented certain measures, including interest rate increases, to control the pace of economic growth. These measures may cause decreased economic activity in China, and since 2012, China’s economic growth has slowed down. Any prolonged slowdown in the Chinese economy may reduce the demand for our products and services and materially and adversely affect our business, operating results, and financial condition.

If we become directly subject to the recent scrutiny, criticism, and negative publicity involving Chinese and Hong Kong companies listed in the United States, we may have to expend significant 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 our securities, especially if such matter cannot be addressed and resolved favorably.

In recent times, U.S. public companies with substantial operations in or close connection with Hong Kong and China have been the subject of intense scrutiny, criticism, and negative publicity by investors, financial commentators, and regulatory agencies, such as the SEC. Much of the scrutiny, criticism, and negative publicity has centered around the effects of U.S.-China governmental policies and political climate, financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of such scrutiny, criticism, and negative publicity, the publicly traded stock of such companies have sharply decreased in value and, in some exceptional cases, have become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into these allegations. It is not clear what effect this sector-wide scrutiny, criticism, and negative publicity will have on our business operations and our stock price. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our company. This situation will be costly and time consuming and distract our management from growing our company. If such allegations are not proven to be groundless, our company and business operations will be severely and negatively affected.

The Chinese government may exert substantial influence over the industry in which we operate.

The PRC government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. In addition, the Hong Kong legal system may rapidly evolve in the near future and may become closely aligned with the legal system in China. As such, the interpretation of many laws, regulations, and rules may be subject to change and the enforcement of these laws, regulations, and rules may involve uncertainties for you and us. Our ability to operate in Hong Kong may be affected by these changes in laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, land use and property rights, and other matters. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant impact on the economic conditions of Hong Kong or particular regions thereof, and could require us to divest ourselves of any rights and interest we then hold regarding our business operations in Hong Kong. Any divesture or similar action could materially and adversely affect our business, operating results, and financial condition.

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 Mainland China or Hong Kong. Such action could significantly or completely restrict our ability to offer securities to investors and cause the value of such securities to significantly decline.

Recent statements by the PRC government have indicated an intent to stabilize relationships with overseas regulatory authorities and support Chinese companies across all industries to list abroad. However, it remains unclear as to when and how the PRC government will alter its standard of supervision and control over overseas offerings and/or foreign investments in issuers based in Mainland China or Hong Kong.

The PRC government has proposed new rules that would require companies collecting or holding large amounts of data to undergo a cybersecurity review prior to listing in foreign countries, a move that would significantly tighten oversight over China-based internet giants. As of the date of this Annual Report, our revenue is mainly generated from the Hong Kong market and our business does not involve the collection of user data. Based on our understanding of currently applicable PRC laws and regulations, our offerings in the United States are not currently subject to the review or prior approval of the Cyberspace Administration of China (the “CAC”) or the China Securities Regulatory Commission (the “CSRC”). 

Further, on February 17, 2023, the CSRC issued the Trial Measures which became effective as at March 31, 2023. The Trial Measures require a PRC domestic enterprise seeking to issue and list its shares overseas to complete certain filing procedures and submit the relevant information to CSRC.

Should the Trial Measures be applicable to us, we may be subject to additional compliance requirement in the future, and we cannot assure you that we will be able to get the clearance of filing procedures as required on a timely basis, or at all. Any failure by us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer our securities, cause significant disruption to our business operations, and severely damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause our securities to significantly decline in value or become worthless.

Our Operating Subsidiary conducts its business in Hong Kong, a Special Administrative Region of the PRC, and has no operations in Mainland China, although some of the clients of the Operating Subsidiary are PRC companies that have shareholders or directors that are PRC individuals. As of the date of this Annual Report, we are not subject to the Chinese government’s direct influence or discretion over the manner in which we conduct our business activities outside of the PRC. In addition, we do not expect to be materially affected by recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers. However, uncertainties still exist due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future. Any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC could significantly or completely restrict our ability to offer securities to investors and could cause the value of such securities to significantly decline, which could materially and adversely affect our business, operating results, and financial position.

We may not maintain the listing of our Ordinary Shares on the NYSE American, which could limit investors’ ability to make transactions in our Ordinary Shares and subject us to additional trading restrictions.

Our Ordinary Shares are currently listed on the NYSE American. In order to continue listing our Ordinary Shares on the NYSE American, we must maintain certain financial and share price levels, and we may be unable to meet these requirements in the future. We cannot assure you that our Ordinary Shares will continue to be listed on the NYSE American in the future. If the NYSE American delists our Ordinary Shares, and we are unable to list our Ordinary Shares on another U.S. national securities exchange, we will endeavor to have our Ordinary Shares quoted on an over-the-counter market in the United States. If this were to occur, we could face significant material adverse consequences, including:

As long as our Ordinary Shares are listed on the NYSE American, U.S. federal law prevents or preempts the states from regulating their sale. However, the law does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar their sale. Further, if we were no longer listed on the NYSE American, we would be subject to regulations in each state in which we offer our Ordinary Shares.

Our securities may be prohibited from being traded on a U.S. national securities exchange under the HFCA Act if the PCAOB is unable to inspect our auditors for two consecutive years and, as a result, an exchange may determine to delist our Ordinary Shares. The delisting of our Ordinary Shares, or the threat of being delisted, may materially and adversely affect the value of your investment.

The Holding Foreign Companies Accountable Act (the “HFCA Act”) was enacted on December 18, 2020. The HFCA Act states that if the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the Public Company Accounting Oversight Board (United States) (the “PCAOB”) for three consecutive years (later changed to two consecutive years as detailed below), the SEC shall prohibit the company’s shares from being traded on a U.S. national securities exchange or in the over-the- counter trading market in the United States.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. A company will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act, including the listing and trading prohibition requirements described above.

On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.

On December 16, 2021, PCAOB announced the PCAOB HFCA Act determinations (the “PCAOB determinations”) relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in mainland China of the PRC or Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in the PRC or Hong Kong.

Our auditor, ZH CPA, LLC, the independent registered public accounting firm that issues the audit report included in this Annual Report, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to the laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. ZH CPA, LLC is headquartered in Denver, Colorado in the United States and has been inspected by the PCAOB on a regular basis, with the last inspection in February 2025. Therefore, we believe that, as of the date of this Annual Report, our auditor is not subject to the PCAOB determinations. However, we cannot provide assurance that the NYSE American or regulatory authorities would not apply additional and/or more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, the adequacy of personnel and training or the sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements.

On August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong completely, consistent with U.S. law. It includes three provisions that, if abided by, would grant the PCAOB complete access for the first time, namely: (i) the PCAOB has sole discretion to select the firms, audit engagements and potential violations it inspects and investigates, without consultation with, nor input from, Chinese authorities; (ii) procedures are in place for PCAOB inspectors and investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed; and (iii) the PCAOB has direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates.

On December 15, 2022, the PCAOB announced that it had completed a test inspection of two selected auditing firms in mainland China and Hong Kong and had voted to vacate its previous Determination Report, which concluded in December 2021 that the PCAOB could not inspect or investigate completely registered public accounting firms based in mainland China or Hong Kong. On December 23, 2022, the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”) was enacted, which amended the HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three and such act was signed into law on December 29, 2022. However, if in the future the PCAOB is prohibited from conducting complete inspections and investigations of PCAOB-registered public accounting firms in mainland China and Hong Kong, then the companies audited by those registered public accounting firms could be subject to a trading prohibition on U.S. markets pursuant to the Holding Foreign Companies Accountable Act.

There can be no assurance that China will abide by the Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China and that on-site inspections and investigations of firms headquartered in mainland China and Hong Kong will occur and allow for full and timely access to information.

If the PRC government imposes new requirements for approval from the relevant PRC authorities to issue our securities to foreign investors or list on a foreign exchange, such action could significantly limit or completely hinder our ability to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

As of the date of this Annual Report, we and our Hong Kong subsidiary, (i) are not required to obtain permission from any PRC authorities to offer or issue our securities to foreign investors, (ii) are not subject 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 denied such permissions by any PRC authorities. However, given the current PRC regulatory environment, it is uncertain when and whether we or our Hong Kong subsidiary, will be required to obtain permission from the PRC government in the future, and even when such permission is obtained, whether it will be denied or rescinded. We have been closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC or other PRC governmental authorities required for overseas listings. As of the date of this Annual Report, we have not received any inquiry, notice, warning, sanctions, or regulatory objection to our concluded offerings from the CSRC or other PRC governmental authorities. However, there remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities. If we and our Hong Kong subsidiary (i) do not receive or maintain such permissions or approvals, should they become applicable to us in the future or (ii) inadvertently conclude that such permissions or approvals are not required, our operations and financial conditions could be materially and adversely affected, and our ability to offer securities to investors could be significantly limited or completely hindered and our securities may substantially decline in value and be worthless.

Risks Related to our Securities

Raising capital through the issuance of Ordinary Shares may cause dilution to the shareholdings of our existing shareholders.

We may offer Ordinary Shares in the future. As we continue to seek to expand our business, we may require more capital to finance our sales and marketing activities, business operations, research and development, and/or increase in production capacity. If funds are raised through the issuance of new equity or equity-linked securities other than on a pro-rata basis to our shareholders, such shareholders may experience a dilution of ownership interest or such new securities may confer rights and privileges that take priority over the Ordinary Shares registered hereby.

We do not intend to pay dividends on our Ordinary Shares in the foreseeable future.

We intend to retain any future earnings to finance the development and expansion of our business. Therefore, we do not anticipate paying any cash dividends on our Ordinary Shares in the foreseeable future unless otherwise resolved by our board of directors. Our board of directors would consider the results of our business operations, financial position, and other factors before it exercises its discretion to pay dividends. As we do not plan to pay dividends at present, capital appreciation of your Ordinary Shares may be the sole source of income of your shareholdings.

Future sales of substantial amounts of our Ordinary Shares by existing shareholders could adversely affect the price of our Ordinary Shares.

If our existing shareholders sell substantial amounts of our Ordinary Shares, the market price of our Ordinary Shares could fall. Such sale by our existing shareholders might make it more difficult for us to issue new equity or equity-linked securities in the future at a time we deem appropriate.

Our Ordinary 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 from reselling our Ordinary Shares at a profit.

The market price of our Ordinary Shares may be volatile and may fluctuate substantially due to many factors, including:

We may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares.

There have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility among companies with relatively smaller public floats. As a relatively small-capitalization company with relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, our Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares.

In addition, if the trading volumes of our Ordinary Shares are low, persons buying or selling in relatively small quantities may easily influence prices of our Ordinary Shares. This low volume of trades could also cause the price of our Ordinary Shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Ordinary Shares. A decline in the market price of our Ordinary Shares also could adversely affect our ability to issue shares or other securities in the future and our ability to obtain financing in the future. There is also no assurance that an active market in our Ordinary Shares will be sustained. If an active market is not sustained, holders of our Ordinary Shares may be unable to readily sell the Ordinary Shares they hold or may not be able to sell their Ordinary Shares at all.

We expect to continue to incur significant expenses and devote other significant resources and management time as a result of being a public company, which may negatively impact our financial performance and could cause our results of operations and financial condition to suffer.

We have incurred, and expect to continue to incur, significant legal, accounting, insurance and other expenses as a result of being a public company. Laws, regulations and standards relating to corporate governance and public disclosure for public companies, including the Dodd-Frank Act of 2010, the Sarbanes-Oxley Act, regulations related thereto and the rules and regulations of the SEC and NYSE American, have significantly increased, and will continue to significantly increase, our costs as well as the time that must be devoted to compliance matters. We expect that compliance with these laws, rules, regulations and standards will continue to substantially increase our expenses, including our legal and accounting costs, and make some of our operating activities more time-consuming and costly. These public company obligations also will require attention from our senior management and could divert their attention away from the day-to-day management of our business. We also expect these laws, rules, regulations and standards to make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as our officers. As a result of the foregoing, we expect a substantial increase in legal, accounting, insurance and certain other expenses in the future, which will negatively impact our financial performance and could cause our results of operations and financial condition to suffer. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Ordinary Shares, fines, sanctions and other regulatory actions and potential civil litigation.

We may lose our status as a “foreign private issuer” in the United States, which would result in increased costs related to regulatory compliance under United States securities laws.

We will cease to qualify as a “foreign private issuer,” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), if, as of the last business day of our second fiscal quarter, more than 50% of our outstanding shares are directly or indirectly owned by residents of the United States. If we determine that we fail to qualify as a foreign private issuer, we will cease to be eligible to avail ourselves of the forms and rules designated for foreign private issuers beginning on the first day of the fiscal year following such determination. Among other things, this will result in loss of the exemption from registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) provided by Rule 12g3-2(b) promulgated thereunder, and, if we are required to register our Ordinary Shares under section 12(g) of the Exchange Act, we will have to do so as a U.S. domestic company. Further, any securities that we issue in unregistered or unqualified offerings both within and outside the United States will be “restricted securities” (as defined in Rule 144(a)(3) promulgated under the Securities Act), and will continue to be subject to United States resale restrictions notwithstanding their resale in “offshore transactions” pursuant to Regulation S promulgated under the Securities Act. As a practical matter, this will likely require us to register more offerings of our securities under the Securities Act on either a primary offering or resale basis, even if they take place entirely outside the United States. The resulting legal and administrative costs of complying with the resulting regulatory requirements are anticipated to be substantial, and to subject us to additional exposure to liability for which we may not be able to obtain insurance coverage on favorable terms, or at all.

The issuance of Ordinary Shares upon conversion of the July 2026 Notes, the exercise of the July 2026 Warrants and July 2026 Pre-Funded Warrants and/or pursuant to the Equity Purchase Agreement could result in substantial dilution to our existing shareholders.

In July 2026, we (i) entered into a Securities Purchase Agreement with an investor (the “July 2026 Securities Purchase Agreement”), pursuant to which we issued (x) an unsecured promissory note in the aggregate principal amount of US$10.0 million, fundable in tranches (the initial tranche of which was funded at the initial closing) (the “2026 Note”), (y) warrants to purchase up to an aggregate of 29,122,679 Ordinary Shares (subject to adjustments as set forth in the warrants) (the “July 2026 Warrants”) and (z) pre-funded warrants to purchase up to an aggregate of up to 1,143,962 Ordinary Shares (the “July 2026 Pre-Funded Warrants”) and (ii) entered into an equity purchase agreement with the same investor (the “Equity Purchase Agreement”) pursuant to which we may issue and sell to the investor, and the investor may purchase from us, up to US$100.0 million of our Ordinary Shares (or pre-funded warrants in lieu thereof) (the offering pursuant to which we effected the foregoing transactions in clauses (i) and (ii), the “July 2026 Private Placement”).

The issuance of Ordinary Shares upon the conversion or exercise of the July 2026 Notes, the July 2026 Warrants and/or the July 2026 Pre-Funded Warrants, as well as the issuance of Ordinary Shares pursuant to the Equity Purchase Agreement, could result in substantial dilution to the ownership interests and voting power of our existing shareholders and could adversely affect the market price of our Ordinary Shares. The actual number of Ordinary Shares that may be issued pursuant to the Equity Purchase Agreement will depend on, among other things, the purchase price applicable to each issuance and therefore could be substantial, particularly if the price of our Ordinary Shares declines. In addition, the July 2026 Warrants also contain certain anti-dilution and other adjustment provisions that could result in a substantial amount of our Ordinary Shares being issued upon their exercise.

Although certain exercises or issuances may be subject to beneficial ownership limitations at particular times, such limitations do not eliminate the potential for substantial aggregate dilution over time. Furthermore, the holder of the July 2026 Warrants may have an economic incentive to exercise its warrants at a time when the market price of our Ordinary Shares is above the applicable exercise price. Purchases by the investor pursuant to the Equity Purchase Agreement may also occur at times and prices determined pursuant to the terms of the Equity Purchase Agreement, which could result in the issuance of Ordinary Shares at prices below the prevailing market price. Any such issuances could increase the number of our outstanding Ordinary Shares, reduce the percentage ownership and voting power of our existing shareholders, place downward pressure on the market price of our Ordinary Shares.

The potential dilution resulting from the July 2026 Private Placement could also impair our ability to raise additional capital through the sale of equity or equity-linked securities on favorable terms. Existing shareholders may therefore experience significant dilution of their ownership, voting power and economic interests in us, and the market price of our Ordinary Shares could decline as a result.

The terms of the July 2026 Warrants may result in substantial dilution to our existing shareholders, require us to expend significant cash resources and limit our ability to raise additional capital.

The July 2026 Warrants contain provisions that could result in substantial dilution to our existing shareholders and could adversely affect our financial condition and ability to raise additional capital. For so long as any July 2026 Warrants remain outstanding, if we issue or sell, or are deemed to have issued or sold, Ordinary Shares or Ordinary Share equivalents at a price below the then-current exercise price of the July 2026 Warrants, subject to certain customary exclusions, the exercise price of the July 2026 Warrants will generally be reduced to the price of such issuance or sale or deemed issuance or sale, subject to an exercise price floor (the “Exercise Price Floor”). The number of Ordinary Shares issuable upon exercise of the July 2026 Warrants will also be proportionately adjusted so that the aggregate exercise price payable upon exercise of the July 2026 Warrants remains unchanged. These full-ratchet anti-dilution provisions could result in a substantial increase in the number of Ordinary Shares issuable upon exercise of the July 2026 Warrants and significant dilution to existing shareholders if we issue securities at prices below the then-current exercise price of the July 2026 Warrants. Moreover, if an issuance that results in an adjustment to the exercise price is subsequently unwound, cancelled or otherwise does not occur, the exercise price of the July 2026 Warrants will not be restored to the level that would have applied absent such issuance.

In addition, beginning six months after the issuance of the July 2026 Warrants and every six months thereafter while the July 2026 Warrants remain outstanding, the exercise price of the July 2026 Warrants will be subject to a periodic adjustment based on the trading price of our Ordinary Shares, subject to the Exercise Price Floor. Any such adjustment may reduce the exercise price and proportionately increase the number of Ordinary Shares issuable upon exercise of the July 2026 Warrants. As a result, the holder of the July 2026 Warrants could receive significantly more Ordinary Shares upon exercise than originally contemplated, resulting in further dilution to our existing shareholders.

The July 2026 Warrants will also automatically be exercised on a cashless basis at expiration if they have not previously been exercised. In such circumstances, we would issue Ordinary Shares to the holder of the July 2026 Warrants without receiving any cash exercise proceeds, which would increase the number of our outstanding Ordinary Shares without providing us with additional capital.

In addition, upon the occurrence of certain mergers, consolidations, asset sales or other fundamental transactions, the holder of the July 2026 Warrants may require us to repurchase the July 2026 Warrants for their Black-Scholes Value, as defined in the July 2026 Warrants. Depending on the circumstances and market conditions at the time, the amount required to repurchase the July 2026 Warrants could be significant and could require us to use substantial cash resources at a time when we may otherwise need such resources for working capital, capital expenditures, debt repayment or other corporate purposes.

Finally, the July 2026 Warrants and the July 2026 Notes restrict our ability to enter into certain variable-rate financing transactions while they remain outstanding. These restrictions may limit the types of financing transactions available to us, make future financings more difficult or costly, and delay or prevent us from pursuing financing opportunities that might otherwise be available to us. If we are unable to raise additional capital on acceptable terms or when needed, our liquidity and financial condition could be adversely affected.

Any or all of these provisions could adversely affect the market price of our Ordinary Shares, result in substantial dilution to our existing shareholders, require us to deploy significant cash resources and limit our financial and strategic flexibility.

Our dual class share structure may concentrate voting power with holders of our Class B Ordinary Shares and may limit the ability of holders of our Class A Ordinary Shares to influence corporate matters.

At the Extraordinary General Meeting held on August 10, 2026, our shareholders approved the Reclassification of our authorized share capital into Class A Ordinary Shares (as defined herein) and Class B Ordinary Shares (as defined herein). Each Class A Ordinary Share will be entitled to one vote per share, while each Class B Ordinary Share will be entitled to 50 votes per share. Immediately following the Reclassification, 5,280,000 Class A Ordinary Shares held by Joyful Star Limited will be repurchased and cancelled in exchange for 5,280,000 Class B Ordinary Shares, and 1,080,000 Class A Ordinary Shares held by Green Circle Limited will be repurchased and cancelled in exchange for 1,080,000 Class B Ordinary Shares.

As a result, the holders of our Class B Ordinary Shares will have substantially greater voting power than holders of our Class A Ordinary Shares on a per-share basis. The 6,360,000 Class B Ordinary Shares will carry an aggregate of 318,000,000 votes, compared with one vote per Class A Ordinary Share. Accordingly, depending on the number of Class A Ordinary Shares outstanding, the holders of our Class B Ordinary Shares may be able to exercise significant influence over, or potentially control, the outcome of matters submitted to shareholders for approval, including the election or removal of directors, mergers, consolidations, dispositions of substantially all of our assets and other significant corporate transactions.

The interests of the holders of Class B Ordinary Shares may differ from, or conflict with, those of holders of our Class A Ordinary Shares. In circumstances where the interests of the holders of Class B Ordinary Shares differ from those of our other shareholders, the holders of Class B Ordinary Shares may be able to cause or prevent corporate actions to be taken regardless of whether such actions are favored by holders of our Class A Ordinary Shares. In addition, the existence of the dual class structure may have the effect of reducing the ability of holders of our Class A Ordinary Shares to influence our management and affairs and may delay, discourage or prevent a change in our control, even where such a transaction may be favored by other shareholders.

The dual class structure may also adversely affect the trading price of our securities. Certain investors, including investment funds, institutional investors and index providers, may view dual class structures negatively because they can reduce shareholder accountability and provide holders of high-vote shares with voting control disproportionate to their economic ownership. As a result, the existence of our dual class structure could cause some investors to refrain from purchasing our securities or otherwise limit demand for our securities, which could adversely affect their market price and liquidity.

The concentration of voting power resulting from our dual class share structure could therefore limit the ability of holders of our Class A ordinary shares to participate meaningfully in decisions affecting us and could adversely affect the value of our securities. See “Item 4. Information on the Company - A. History and Development of the Company – Recent Developments - Extraordinary General Meeting” for additional details.

Terms of subsequent financings, if any, may adversely impact investors’ investments.

We may have to engage in equity or debt financings in the future. The rights and the value of each investor’s investment in our Ordinary Shares could be reduced by the dilution caused by future equity issuances. Interest on debt securities could increase costs and negatively impact operating results. If we need to raise more equity capital from the sale of additional stock, institutional or other investors may negotiate terms at least as, and possibly more favorable than the terms of the investors’ investments.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated in the Cayman Islands and our Operating Subsidiary is incorporated in Hong Kong.

We are incorporated under the laws of the Cayman Islands and most of our directors and officers reside outside the United States. Moreover, such directors and officers may not have significant assets in the United States. As a result, it may be difficult or impossible to effect service of process within the United States upon these persons, or to recover against us or them on judgments of U.S. courts, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws.

We have been advised that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in the Cayman Islands against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

We have been further advised that the courts of the Cayman Islands would recognize as a valid judgment a final and conclusive judgment in personam obtained in the foreign courts (other than judgements from certain Australian courts which are recognized under the Foreign Judgements Reciprocal Enforcement Act) against us under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) or, in certain circumstances, an in personam judgment for non-monetary relief, and would give a judgment based thereon provided that (i) such courts had proper jurisdiction over the parties subject to such judgment, (ii) such courts did not contravene the rules of natural justice of the Cayman Islands, (iii) such judgment was not obtained by fraud, (iv) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands, (v) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands, and (vi) there is due compliance with the correct procedures under the laws of the Cayman Islands.

We have also been advised that there is uncertainty as to whether a Hong Kong court would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. Generally, a foreign judgment may either be registered in accordance with a mutual enforcement arrangement between Hong Kong and the jurisdiction in which the foreign judgment was obtained or be enforced thorough initiating fresh proceeding in Hong Kong under common law. Nevertheless, there is currently no such mutual enforcement arrangement between Hong Kong and the United States. Furthermore, a common law action for recognition of foreign judgment is subject to certain requirements in relation to, among others, the nature of the judgment.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests through actions against us or our officers, directors or major shareholders than they would as public shareholders of a corporation incorporated in the United States.

Economic substance legislation of the Cayman Islands may adversely impact us or our operations.

The Cayman Islands, together with several other non-European Union jurisdictions, have introduced legislation aimed at addressing concerns raised by the Council of the European Union as to offshore structures engaged in certain activities which attract profits without real economic activity. With effect from January 1, 2019, the International Tax Co-operation (Economic Substance) Act, (2020 Revision) (the “Substance Act”) came into force in the Cayman Islands introducing certain economic substance requirements for in-scope Cayman Islands entities which are engaged in certain “relevant activities.” As we are a Cayman Islands company, compliance obligations include filing annual notifications for the Company, which need to state whether we are carrying out any relevant activities and if so, whether we have satisfied economic substance tests to the extent required under the Substance Act. The Substance Act continues to evolve over time and is subject to further clarification and amendments. We may need to allocate additional resources to keep updated with these developments, and may have to make changes to our operations in order to comply with all requirements under the Substance Act. Failure to satisfy these requirements may subject us to penalties under the Substance Act.

ITEM 4. INFORMATION ON THE COMPANY 

4.A. History and Development of the Company

General Overview

We are a provider of advanced energy saving solutions supported by proprietary phase change thermal energy storage materials and thermal engineering services. Our mission statement is “to preserve the world by decarbonization technologies.” As an advocate of decarbonization, we design, develop, and provide customized energy saving solutions that bring considerable economic benefits to 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 and governments all over the world are facing more pressure than ever to develop and execute a meaningful net-zero strategy, especially after the adoption of the Paris Agreement and the Glasgow Climate Pact in 2015 and 2021, respectively. Even though decarbonization strategies vary significantly across industries, it is believed that transitioning to clean-energy sources is a far more visible pathway toward net zero for many organizations. It is in such context that we have devised and have been consolidating our corporate mission to research, develop, strategize, and commercialize our decarbonization technology and products that not only bring considerable economic benefits to our clients, but also contribute to the global campaign of decarbonization and ultimately a more sustainable future.

Our proprietary technology is a PCM TES technology. By applying material science and nanotechnology, we have successfully invented and manufactured our PCM which allows temporary storage of excess thermal energy for later use and thereby bridges the gap between energy availability and energy use.

With our industry experience and professional expertise, we have put our BocaPCM-TES (our “BocaPCM-TES Technology”) into practice and invented our product, “BocaPCM-TES Panel,” a custom-made 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 phase change temperature and TES capacity to accommodate different temperature requirements in various PCM-TES applications. Based on the type of PCM solution filled into the HDPE plastic containers, we are able to manufacture customized BocaPCM-TES Panels with a wide range of operating temperatures from -86°C to +600°C to suit our clients’ needs. Accordingly, our BocaPCM-TES Panels can be utilized in many HVAC and refrigeration applications.

By utilizing our customized BocaPCM-TES Panels, we design, develop, and manufacture our phase change material thermal energy storage system and apply it on various central air conditioning systems. Our Ultra-High Efficiency Boca Hybrid Power Chiller Plant is essentially an advanced cooling system that can be deployed in most existing and new buildings, and it is environmentally friendly with a long lifespan. Operating alongside our self-developed fully automatic control system, our Ultra-High Efficiency Boca Hybrid Power Chiller Plant can increase its efficiency by optimization control model that shifts chiller plant’s cooling load from on-peak periods 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 (“HAECO Project”) as a reference, buildings installed with our Ultra-High Efficiency Boca Hybrid Power Chiller Plant are able to reduce at least 40% of electricity consumption during all 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 the global campaign of decarbonization by cutting carbon emissions directly, but also bring considerable economic benefits to our clients.

To further our corporate mission and better grasp the market opportunities, we continue to strive to develop environmental-friendly, efficient and cost-saving technologies and solutions for the benefit of our clients and the world at large.

Bayview Garden Shopping Centre Project

In August 2024, we entered into a lump sum fixed price contract of HK$12,999,000 with LMP International Limited for the provision of our BocaPCM-TES System at the Bayview Garden Shopping Centre, a shopping mall located at 633 Castle Peak Road, Tsuen Wan, Tsuen Wan District, New Territories, Hong Kong, with a gross floor area of approximately 50,000 square feet. The services we provided included the supply and installation of the complete mechanical ventilation and air conditioning (“MVAC”) installation for Bayview Garden Shopping Centre.

Macau University of Science and Technology Foundation – University Hospital

In March 2025, we entered into an lump sum fixed price contract of HK$14,000,000 with Macau University of Science and Technology Foundation – University Hospital (the “Macau Hospital”) for the provision of our ultra-high efficiency chiller plant which includes the installation of “Ultra High Efficiency Chiller Plant System + BocaPCM-TES + BocaAI Controls.” The project was completed in May 2026.

History and Development

We commenced our business operations in 1992 and established Boca International Limited, our current major operating entity in Hong Kong. Since then, we have been investing substantial resources in technological advancements, particularly our research and development in PCM and the ancillary technologies for enhancing its commercial applicability.

We have been conducting research and experiments in the physical characteristics and chemical compositions of various PCM. In 1992, one of our most important PCM was invented. It undergoes phase change (solidification) at +8°C, which is the optimum temperature for its application in air conditioning systems.

In 2003, we developed the first-generation BocaPCM solution encapsulation in 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 and brought 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 heat transfer rate. HDPE panels are used in the production of our existing BocaPCM-TES Panel, which forms an important part of our BocaPCM-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 and operation efficiency. Going forward, one of our research and development goals is to upgrade our current fully automatic control system to an artificial intelligence system.

In 2015, Boca International Limited, then wholly owned by Chan Kam Biu Richard, was acquired by Richly Conqueror Limited. In 2016, Boca International Limited was acquired by SGOCO International (HK) Limited, a subsidiary of SGOCO Group Limited (“SGOCO”, currently known as Troops, Inc., Nasdaq: TROO) incorporated in Hong Kong, from Richly Conqueror Limited, for a total consideration of HK$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 Limited to an independent third party as part 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 Green Circle Limited. On August 26, 2020, Chan Kam Biu Richard acquired the entire share capital of Green Circle Limited from an independent third party who Chan Kam Biu Richard personally knows. On September 10, 2020, SGOCO disposed of the remaining 51.1% interest in Boca International Limited to an independent third party. On September 21, 2020, the independent third party sold its 51.1% interest to Joyful Star Limited. On September 22, 2020, Chan Kam Biu Richard acquired the entire share capital of Joyful Star Limited from an independent third party who Chan Kam 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 Limited was transferred to Joyful Star Limited in September 2020. In particular, the 51.1% interest in Boca International Limited was transferred to Joyful Star Limited for a consideration of HK$94 from the independent third party and the remaining 48.9% interest in Boca International Limited was transferred to Joyful Star Limited for a consideration of HK$90.

As part of our founding partners’ early involvement, where they provided valuable resources contributing to our growth, Wong Tan Suen, on behalf of Wong C Ching and Ma Chi Heng, subscribed for 360,000 Ordinary Shares and 240,000 Ordinary Shares, respectively, at a par value of US$0.001 per share, in 2022, as part of the restructuring of our in anticipation to our initial public offering. Prior to the subscription, 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 Limited, and of that amount, HK$4,600,000 remains outstanding. Subsequent to the consummation of our initial public offering, the obligation to repay the remaining outstanding amount of HK$4,600,000 was settled.

During a reorganization in 2022, we established our current offshore holding structure. Specifically, we established Green Circle Decarbonize Technology Limited in the Cayman Islands on February 15, 2022 as an exempted company with limited liability under the laws of Cayman Islands. After the completion of the reorganization in 2022, Green Circle Decarbonize Technology Limited became our offshore holding company and has held our subsidiary directly since then.

Corporate Structure

Green Circle Decarbonize Technology Limited is a holding company that does not have substantive operations. We conduct our businesses through our wholly-owned subsidiary, Boca International Limited. Boca International Limited was incorporated on June, 16, 1992 as a limited liability corporation under the laws of Hong Kong. The chart below summarizes our corporate structure and identifies the principal subsidiary as of the date of this Annual Report:

Recent Developments

Initial Public Offering and Listing

On January 14, 2026, we consummated our initial public offering of 2,500,000 Ordinary Shares, at a price of US$4.00 per share, for aggregate gross proceeds of US$10,000,000. We received net proceeds from the initial public offering of approximately US$8,566,625, after deducting underwriting discounts and commissions and offering expenses (excluding the exercise of the over-allotment option described below).

In connection with our initial public offering, we also granted the underwriters of the initial public offering a 45-day option to purchase up to an additional 375,000 Ordinary Shares to cover over-allotments, if any. On February 12, 2026, the underwriters exercised the over-allotment option in full, pursuant to which we issued and sold to the underwriters, 375,000 Ordinary Shares at a price of US$4.00 per share, resulting in additional gross proceeds of US$1,500,000. As a result, inclusive of the over-allotment option, we raised aggregate gross proceeds of US$11,500,000 from our initial public offering.

In connection with our initial public offering, we also issued underwriters’ warrants (“Underwriters’ Warrants”) to each of the representative of the underwriters in the initial public offering and the co-manager of the initial public offering. Each Underwriter’s Warrant entitles the holder to purchase up to an aggregate of 62,500 Ordinary Shares. The Underwriters’ Warrants may be exercised beginning on September 30, 2026 until September 30, 2029. The initial exercise price of the Underwriters’ Warrants is US$4.00 per share. 

In connection with our initial public offering, our Ordinary Shares became listed on the NYSE American and began trading thereon on January 13, 2026, under the symbol “GCDT.”

Resignation of Chief Financial Offer and Appointment of New Chief Financial Officer

Effective April 15, 2026, our then Chief Financial Officer, Mr. Lai Tai Yan, resigned from his position as our Chief Financial Officer. Mr. Lai’s resignation was not due to any disagreement with us, our management or our board of directors on any matter relating to our operations, policies or practices.

Effective June 8, 2026, our board of directors appointed Mr. Louis Ho Ming Leung as our new Chief Financial Officer.

July 2026 Private Placement

In July 2026, pursuant to the July 2026 Private Placement, we (i) entered into the Securities Purchase Agreement, pursuant to which we issued (x) the July 2026 Note in the aggregate principal amount of US$10.0 million, fundable in tranches (the initial tranche of which was funded at the initial closing), (y) the July 2026 Warrants to purchase up to an aggregate of 29,122,679 Ordinary Shares (subject to adjustments as set forth in the warrants) and (z) the July 2026 Pre-Funded Warrants to purchase up to an aggregate of up to 1,143,962 Ordinary Shares and (ii) entered into the Equity Purchase Agreement pursuant to which we may issue and sell to the investor, and the investor may purchase from us, up to US$100.0 million of our Ordinary Shares (or pre-funded warrants in lieu thereof).

The July 2026 Note matures on January 16, 2027, was issued with an original issue discount of 20%, and is convertible, in whole or in part, into our Ordinary Shares at a conversion price of the greater of (x) $0.1099 per share (the “Note Conversion Floor Price”) and (y) 80% of the lowest closing price of our Ordinary Shares on our principal trading market during the five trading days immediately prior to the date of the applicable notice of conversion. The conversion price of the July 2026 Note and the Note Conversion Flor Price are each subject to certain adjustments, as set forth in the July 2026 Note. The July 2026 Note does not bear any interest until the maturity date. In the event the July 2026 Note or any portion thereof is not converted, the unconverted portion of the July 2026 Note, together with any accrued interest must be paid by the maturity date. Amounts due under the July 2026 Note may be prepaid at any time, upon ten trading days’ prior written notice to the holder, at a price equal to 110% of the portion of the July 2026 Note so prepaid. Pursuant to the terms of the July 2026 Note, if we raise additional capital, the holder of the July 2026 Note may require us to use up to 50% of the gross proceeds of such capital raise to repay the then outstanding balance of the July 2026 Note in cash, at a price equal to 110% of the sum of (i) the principal amount of the July 2026 Note so prepaid plus (ii) all accrued and unpaid interest thereon through the prepayment date plus (iii) all other amounts then due and owing under the July 2026 Note. The forgoing shall not apply to any draw under the Equity Purchase Agreement.

The subscription amount of the July 2026 Note (being US$8,000,000) is payable in three installments. The initial installment (being 25% of the total amount, or US$2,000,000) was due, and paid, on the closing date of the July 2026 Private Placement. The second installment (being 6.25% of the total amount, or US$500,000) is due and payable upon our filing or furnishing of the resale registration statement or draft resale registration statement, as applicable, with the SEC, covering the shares issuable upon conversion of the July 2026 Note; provided we have also timely filed this Annual Report with the SEC, the filing or furnishing of the resale registration statement or draft resale registration statement occurs by August 15, 2026, and we have complied with certain additional conditions to the noteholder’s obligation to fund the second installment. The third installment (being 68.75%, or US$5,500,000) is due and payable upon the resale registration statement covering the shares issuable upon conversion of the July 2026 Note being declared effective by the SEC; provided, provided we have also timely filed this Annual Report with the SEC, the foregoing resale registration statement is declared effective by the earlier of the 45^th calendar day following the initial filing or furnishing of the resale registration statement or draft resale registration statement, as applicable, and September 29, 2026, and we have complied with certain additional conditions to the noteholder’s obligation to fund the third installment.

The July 2026 Warrants are exercisable at any time until 5:00 p.m. (New York City time) on July 16, 2028, and were issued with an initial exercise price of US$2.00 per Ordinary Share. The July 2026 Warrants include several provisions that differ from customary public offering warrants, including, but not limited to (i) certain anti-dilution protections, including full-ratchet anti-dilution provisions, (ii) periodic exercise price adjustments, (iii) automatic cashless exercise at expiration, (iv) fundamental transaction cash-out rights and (v) prohibitions on variable rate transactions.

A holder of the July 2026 Note or the July 2026 Warrants will not have the right to convert or exercise, as applicable, any portion of the July 2026 Note or its July 2026 Warrants, as applicable, if the holder, together with its affiliates and attribution parties, would beneficially own in excess of 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to such conversion or exercise, as applicable.

The foregoing descriptions of the July 2026 Note and the July 2026 Warrants are intended solely as summaries and are qualified in their entirety by reference to the full text of the July 2026 Note and the July 2026 Warrants, as applicable, copies of which have been filed as exhibits to this Annual Report.

Extraordinary General Meeting

On August 10, 2026, we held an extraordinary general meeting of our shareholders (the “Extraordinary General Meeting”), at which our shareholders approved all of the resolutions described below:

Our shareholders also approved our second amended and restated memorandum and articles of association, which incorporated our new dual class structure share structure and the related rights, restrictions and privileges.

Unless otherwise indicated, all share amounts and references to “Ordinary Shares” contained in this Annual Report are presented on a pre-Reclassification basis and do not give effect to the Reclassification approved at the Extraordinary General Meeting. Accordingly, references to “Ordinary Shares” in this Annual Report should be read as references to our ordinary shares prior to such Reclassification. Where information is presented giving effect to the Reclassification, the applicable disclosure will expressly indicate that it is presented on a post-Reclassification basis.

Corporate Information

Our principal executive office is located at Unit 1809, Prosperity Place, 6 Shing Yip St., Kwun Tong, Kowloon, Hong Kong and our phone number at such address is +852 2882 1222. Our agent for service of process in the United States is Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, New York 10168.

We maintain a corporate website at https://pcm-tes.com/. The information contained in, or accessible from, our website is not a part of this Annual Report, nor is such information incorporated by reference herein.

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC on www.sec.gov.

4.B. Business Overview

We are a provider of advanced energy saving solutions supported by proprietary phase change thermal energy storage materials and thermal engineering services. We conduct our businesses through our wholly-owned subsidiary, Boca International Limited.

Our Mission

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 and governments are facing more pressure than ever to develop and execute a meaningful net-zero strategy, especially after the adoption of the Paris Agreement and the Glasgow Climate Pact in 2015 and 2021, respectively.

Paris Agreement

From November 30 to December 12, 2015, the 21^st United Nations Climate Change Conference of the Parties (“COP21”) was held in Paris. In the COP21, all members of the United Nations Framework Convention on Climate Change (“UNFCCC”) adopted the Paris Agreement, which is a legally binding international treaty on climate change.

The purpose of the Paris Agreement is to strengthen the global response to the threat of climate change, in the context of sustainable development and efforts to eradicate poverty, including by:

It is specifically acknowledged in the Paris Agreement that climate change is a common concern of humankind, and accordingly the fight against climate change and the pursuit of decarbonization 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. In terms of actual implementation, increasing energy efficiency and moving from fossil fuels to renewable energy are two of the keystones in the battle against climate change and in the transition to a better and more sustainable world.

Glasgow Climate Pact

Under the framework of the Paris Agreement, it requires each of the signing countries to submit a pledge named “nationally determined contributions” (“NDC”) to limit their greenhouse gas emissions, and they are expected to submit their enhanced NDC every five years to ratchet up the ambition to mitigate climate change. Given that the Paris Agreement was signed in 2015, the conference of 2020 was originally scheduled to be the first ratcheting up. However, due to the COVID-19 pandemic, it was postponed to 2021.

From October 31 to November 13, 2021, the United Kingdom hosted the 26^th United Nations Climate Change Conference of the Parties (“COP26”) in Glasgow. After 13 days of negotiations, every attending party at COP26, representing almost 200 countries, agreed to the Glasgow Climate Pact, which is the first climate agreement explicitly planning to reduce unabated coal usage.

The Glasgow Climate Pact not only reaffirms the Paris Agreement Temperature Goal, but also urges each of the signing countries to take further actions to accelerate the development, deployment and dissemination of technologies, and the adoption of policies, to transition towards low-emission energy systems, including by rapidly scaling up the deployment of clean power generation and energy efficiency measures, including accelerating efforts towards the phasedown of unabated coal power and phase-out of inefficient fossil fuel subsidies.

Our Contributions to Decarbonization

As of the date of this Annual Report, all 198 UNFCCC members have either signed or acceded to the Paris Agreement and the Glasgow Climate Pact. This means they have agreed to gradually reduce the use of fossil fuels and carbon dioxide emissions to reach net carbon neutrality by 2050 and keep global warming below 2°^C by the year 2100.

Even though decarbonization strategies vary significantly across industries, it is believed that transitioning to clean-energy sources is a far more visible pathway toward net zero for many organizations. In particular, in the utility sector, initiatives like use of energy-efficiency programs, time-of-use pricing and energy-management programs have proven to be more cost effective than investing large capital dollars into expanding energy-generation capacity. It is in such context that we have devised and have been consolidating our corporate mission to research, develop, strategize, and commercialize our decarbonization technology and products that not only bring considerable economic benefits to our clients, but also contribute to the global campaign of decarbonization and ultimately a more sustainable future.

Our Products

TES

Thermal energy storage (“TES” is a technology that stocks thermal energy by heating or cooling a storage medium so that the stored energy can be used at a later time for heating and cooling applications and power generation. It may involve a 24-hour or, alternatively, a weekly or seasonal, storage cycle depending on the system design. TES systems are used particularly in buildings and in industrial processes. Whilst the output is always thermal, the input energy may be either thermal or electrical.

PCM

By applying material science and nanotechnology, we have successfully invented and manufactured a phase change material (“PCM”) which allows temporary storage of excess thermal energy for later use and thereby bridges the gap between energy availability and energy use. Furthermore, it provides a large thermal buffer for the optimization of heating, ventilation, and air conditioning (“HVAC”) and refrigeration applications. 

BocaPCM-TES Panel

With our industry experience and professional expertise, we have put our BocaPCM-TES Technology into practice and invented “BocaPCM-TES Panels,” 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 phase change temperature and TES capacity to accommodate different temperature requirements in various PCM-TES applications. Furthermore, raw materials used in all our PCM are natural substances and are non-toxic in nature, which means they are generally safe to the environment. Based on the type of PCM solution filled into the HDPE plastic containers, we are able to manufacture customized BocaPCM-TES Panels with a wide range of operating temperatures from -86°C to +600°C to suit our clients’ needs. Accordingly, our BocaPCM-TES Panels can be utilized in many HVAC and refrigeration applications.

BocaPCM-TES Panel

BocaPCM-TES Tank

To ensure safe and reliable operation, we adopt the ultrasonic welding method to seal the BocaPCM-TES Panel after it is fully filled with our PCM solution. The design of plastic container has incorporated internal support columns as well as external guide circles so that our BocaPCM-TES Panels can be stacked on top of each other thereby forming a large self-assembling heat exchanger within the tank (“BocaPCM-TES Tank”). The self-stacking concept can be applied in both water flow system and air flow system, and the gap between each container provides an ideal flow passage with a large heat exchange surface. Since the maximum stacking height of our BocaPCM-TES Panels is approximately two-point-six meters, the diameter of our BocaPCM-TES Tank will normally be less than approximately three meters.

Water Flow System of BocaPCM-TES Tank		Air Flow System of BocaPCM-TES Tank

Our BocaPCM-TES Tank is usually made by steel. Depending on the space availability and structural load, it can be constructed on the rooftop, underground or anywhere of the building. It is usually installed close to the chiller plant in order to minimize pipework and pumping energy penalties. If pressurized tank is required, cylindrical tank can be used to accommodate our BocaPCM-TES Panels with minimum bypass distance.

Horizontal Cylindrical BocaPCM-TES Tank

BocaPCM-TES System

Our BocaPCM-TES System adopts a modular design architecture. For sites that have limited space concerns, our system can be subdivided into multiple BocaPCM-TES Tanks in parallel or series layout, giving flexibility to our clients.

BocaPCM-TES System – BocaPCM-TES Tanks arranged in parallel and series layout

Fully Automatic Control System

Our team has developed a fully automatic control system to optimize the operation of our Ultra-High Efficiency Boca Hybrid Power Chiller Plant so that it can operate at its maximum coefficient of performance (“COP”) at all times, notwithstanding the cooling load and the temperature of chilled water varying from time to time.

Our Technology

Types of Refrigeration Units

Different types of refrigeration units have different cooling efficiencies. Subject to the type of compressor being used, refrigeration units can be divided into three categories, namely (i) reciprocating refrigeration unit, (ii) screwed refrigeration unit, and (iii) centrifugal refrigeration unit.

Centrifugal refrigeration unit has the highest COP and hence it is usually used in central air conditioning systems of commercial buildings. Nonetheless, its average COP can only reach four at most.

Relationship between Cooling Load and COP

In general, a refrigeration unit has to operate at full capacity in order to maximize its COP. However, it is almost practically impossible as the performance of a refrigeration unit is affected by numerous factors, in particular, the weather. Most of the time, refrigeration units operate in partial cooling loads, yielding a relatively low COP. As shown in the cooling load to COP graph below, the COP is varied with the change in the temperature of chilled water or the cooling load, and the maximum COP can only be achieved under a particular cooling load with a particular temperature of chilled water.

The operation of centrifugal refrigeration units is different from that of reciprocating refrigeration units and screwed refrigeration units. For centrifugal refrigeration units, their COP can be greatly improved by adding a variable speed motor. As shown in the cooling load to COP graph below, although the COP of a refrigeration unit can be greatly improved when it works under partial cooling loads, there is still limitation for enhancing the COP by using variable speed motors, i.e., the cooling load must be between 40% and 60% in order to reach the highest COP. However, as mentioned above, it is impossible for a central air conditioning system to operate in this interval during most of the year. Therefore, it is difficult to achieve the optimum performance by simply adding a variable speed motor in a centrifugal refrigeration unit.

Cooling load to COP graph of a refrigeration unit under different chilled water temperatures

Ultra-High Efficiency Boca Hybrid Power Chiller Plant

In order to overcome the aforementioned limitations, we invented our Ultra-High Efficiency Boca Hybrid Power Chiller Plant by incorporating our BocaPCM-TES System and fully automatic control system into a central air conditioning system so that it not only allows the refrigeration unit to operate in partial cooling loads with high efficiency under an unbalanced strategy, but also guarantees that the total cooling load requirement is satisfied.

Design of Ultra-High Efficiency Boca Hybrid Power Chiller Plant

Our Ultra-High Efficiency Boca Hybrid Power Chiller Plant is a water flow system, which is mainly comprised of (i) cooling towers, (ii) refrigeration units, (iii) our BocaPCM-TES System, and (iv) our fully automatic control system. The refrigeration units can be the existing refrigeration units (either reciprocating refrigeration unit, screwed refrigeration unit, or centrifugal refrigeration unit) of the central air conditioning system. As for our BocaPCM-TES System, it is formed by multiple BocaPCM-TES Tanks, and each BocaPCM-TES Tank has installed a large number of BocaPCM-TES Panels filled with customized PCM solution. Furthermore, all BocaPCM-TES Panels contain chilled water circulation channels for heat exchange with the PCM solution and hence realize a phase change for thermal energy storage or release. By controlling (i) cooling capacity of the refrigeration unit, (ii) water flow of the primary chilled water pumps and (iii) water flow of the secondary chilled water pumps, (iv) water flow of the condenser water pumps, and (v) air flow of the cooling towers through our fully automatic control system, our Ultra-High Efficiency Boca Hybrid Power Chiller Plant could apply our BocaPCM-TES Technology to store and release energy at its maximum COP.

Control Models of Ultra-High Efficiency Boca Hybrid Power Chiller Plant

The control models of our Ultra-High Efficiency Boca Hybrid Power Chiller Plant for storing and releasing energy from our BocaPCM-TES System include:

Alternatively, whenever the refrigeration unit is shut down, our BocaPCM-TES System will operate in thermal energy release mode under our fully automatic control system to meet the cooling load demand until all thermal energy stored in our BocaPCM-TES System is Exhausted.

Seasonality

In general, seasonal factors do not have a significant direct effect on our sales as the demand for our products and services are relatively constant throughout the year. However, we experience seasonal fluctuations in our revenue generated from performance-based contracting projects. For example, in our HAECO Project, we charge the electricity cost saved by the new chiller plant installed by us as our fees. When the demand for air-conditioning decreases, the use of electricity decreases. As a result, in a performance-based contracting project involving central air-conditioning system, we usually generate a higher revenue when the temperature is high, and vice versa.

Sales and Marketing

We are actively marketing our technology and products and we continue to enhance our marketing capabilities. We currently adopt three distinct revenue models, namely (i) Sale and Purchase (“S&P”), (ii) Performance-Based Contracting (“PBC”), and (iii) Build, Own, Transfer (“BOT”).

In order to further promote our business, we have implemented the following measures:

Because the PCM-TES application has not been fully adopted by the building sector, we expect that the customer decision process could require us to spend substantial time educating potential clients and other stakeholders, which may result in a lengthy sales cycle.

Our Projects and Achievements

From 2006 to the date of this Annual Report, we have successfully completed nine projects in Hong Kong and three outside Hong Kong. Currently, we have two ongoing projects in Hong Kong, namely the HAECO Project and the Cold Chain Logistics R&D Project, and one ongoing project in Macau, namely the Macau Hospital Project.

Hong Kong projects

In June 2008, we were engaged by an engineering contractor for the provision of our BocaPCM-TES Panel with +8°C PCM to be installed in two TES tanks at Hong Kong Institute of Education. Subsequently, from January 2012 to June 2012, we provided further improvement works, which consisted of (i) repairing the two TES tanks, (ii) conducting quality checks on our BocaPCM-TES Panels and (iii) applying protection paint to the internal surface of the TES tanks.

In December 2008, we were engaged by an engineering contractor for the provision of our BocaPCM-TES System at City University of Hong Kong. Our scope of engagement included (i) provision of design consultancy services, (ii) supply of BocaPCM-TES Panels with +8°C PCM and TES tanks and (iii) installation services of the BocaPCM-TES System.

In January 2012, we were awarded a contract from the Electrical and Mechanical Services Department of Hong Kong for the provision of BocaPCM-TES System at a government storage center located in Tuen Mun, Hong Kong. Our scope of work included (i) system design and material selection, (ii) supply of BocaPCM-TES Panels and TES tanks and (iii) provision of testing and commissioning services.

In April 2012, we were engaged by an engineering contractor for the provision of our BocaPCM-TES System at a data center of IBM located in Tseung Kwan O, Hong Kong. Our scope of engagement included (i) supply of BocaPCM-TES Panels with +8°C PCM and TES tanks and (ii) installation services of the BocaPCM-TES System.

In August 2012, we were engaged by an engineering contractor for the provision of our BocaPCM-TES System at the Hong Kong Science and Technology Park. Our scope of engagement included (i) system design, (ii) supply of BocaPCM-TES Panels with +8°C PCM and (iii) provision of testing and commissioning services.

On April 21, 2017, we entered into a performance agreement with HAECO to install our Ultra-High Efficiency Boca Hybrid Power Chiller Plant to replace three pre-existing water-cooled chiller plants in the headquarters of HAECO in Hong Kong International Airport. Pursuant to the performance agreement with HAECO, we agreed to provide the following services: (i) carrying out measurement and calculation for coefficient of performance of the existing chiller plants used by HAECO and preparing a detailed design of the new chiller plant, (ii) installing the new chiller plant and (iii) providing maintenance and repairing services for the new chiller plant for 120 months from the date of handover the New Chiller Plant (the “Term”). We handed over the new chiller plant to HAECO on June 18, 2019 and commenced the Term from such date. HAECO did not need to make any upfront payment for installation of our chiller plant, instead we will receive the difference of the electricity cost between HAECO’s previous chiller plants and the new chiller plant during the Term as our fee. We will provide a rebate to HAECO at the agreed rate according to the performance agreement. The overall average energy consumption of HAECO’s central air conditioning systems in Hong Kong International Airport has reduced by approximately 60% after the installation of our chiller plant.

In the HAECO Project, we prepare performance reports on a monthly basis (each, a “Performance Report”) for illustrating, among others, the actual electricity running costs in relation to the electricity consumed by our Ultra-High Efficiency Boca Hybrid Power Chiller Plant and the estimated electricity running costs that would have been recorded by HAECO if it had not installed our new chiller plant. Accordingly, the difference of the above figures represents the amount of electricity running costs saved by HAECO, a portion of which is paid to us as our service charge. The Performance Report is submitted to HAECO for review and confirmation before we issue our invoice. Based on the Performance Reports, during each month of the periods (i) from June 18, 2021 to June 17, 2022, (ii) from June 18, 2022 to June 17, 2023 and (iii) from June 18, 2023 to May 28, 2024 (the “Performance Reporting Periods”), our new chiller plant achieved an electricity cost saving ranging from 40% to over 80%. On average, the electricity cost saving of our new chiller plant were approximately 64%, 46%, and 42% in the Performance Reporting Periods, respectively.

In March 2022, we entered into a product development and supply agreement with Gene Company Limited (“GeneHK”) for a term of five years. GeneHK is a Hong Kong company focusing on (i) distributing molecular and cell biology instrumentation, reagents and consumables and (ii) providing consultation services on research projects and experimental techniques. Through the collaboration with GeneHK, we strive to apply our BocaPCM-TES Technology in cold chain logistics and explore new business opportunities. In July 2022, GeneHK placed orders with us for the provision of our BocaPCM-TES Panels with -50°C PCM to be used in the ultra-low temperature transportation boxes jointly developed by GeneHK and us. In light of the positive feedback from customers, we expect to receive further orders in relation to cold chain logistics.

In August 2024, we were entered into a lump sum fixed price contract with LMP International Limited for the provision of our BocaPCM-TES System at the Bayview Garden Shopping Centre. Our scope of engagement included (i) system design, (ii) supply of BocaPCM-TES Panels with +8°C PCM and (iii) provision of testing and commissioning services.

In May 2024, we entered into a service agreement with Soar Equipment Rental Company Limited (“Soar”) under which we provide consultation on research and development to Soar in relation to applying BocaPCM E58, which is a chilling panel to cool down operating machine and avoid overheat, for second life battery. The project is estimated to be completed in three years from the date of the service agreement.

Project Outside Hong Kong

In 2006, we were engaged by a Malaysian contractor for the provision of FlatICE containers filled with specified PCM. Our PCM was used in the Zero Energy Office building in Malaysia as part of its energy saving design.

We supplied FlatICE containers filled with specified PCM to an Italian company which specializes in the design and manufacture of printers for labeling, marking and automatic coding of industrial products.

In March 2025, we entered into an ultra-high efficiency chiller plant agreement with Macau University of Science and Technology Foundation – University Hospital (the “Macau Hospital”) for provision of “Ultra High Efficiency Chiller Plant System + BocaPCM-TES + BocaAI Controls.” The project was completed in May 2026

Awards relating to Ultra-High Efficiency Boca Hybrid Power Chiller Plant

In 2021, we received several high-profile awards and industry accolades for our technology and activities in the HAECO Project. These included:

Our Strategy

Since our founding in 1992, we have been on a mission to cut carbon emissions globally with environmentally friendly solutions that improve how the world uses energy. Key elements of our strategy include:

We plan to expand our resources and capabilities in project related services to meet our clients’ needs. This expansion will include adding employees to perform the work, as well as contracting and certifying qualified third parties to perform the commissioning, operations and maintenance services.

Competition

The PCM-TES industry is highly specialized and dominated by a relatively small number of companies in the world. Our direct competitors are PCM manufacturers, including but not limited to Microtek Laboratories Inc., Croda International Plc., and PCM Products Limited. We also compete indirectly with other conventional chiller plant suppliers and energy saving companies, including but not limited to Carrier Global Corporation, Johnson Controls International Plc., and Mitsubishi Heavy Industries Group. We compete on the basis of system performance and features, total running costs, reliability and system lifespan, sales and marketing capabilities, after sale support and maintenance.

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 which distinguish us from our competitors and position us to capitalize on the expected continued growth in the energy saving market:

In the HAECO Project, the operation data of our Ultra-High Efficiency Boca Hybrid Power Chiller Plant has been recorded once every hour and all data are stored for continuous monitoring and further analysis. From June 2019 to June 2020, we recorded a total electricity running cost of approximately HK$5.8 million while the original electricity running cost, if the old chiller plants were used, was estimated to be approximately HK$14.6 million for the same period. From June 2020 to June 2021, we recorded a total electricity running cost of approximately HK$6.8 million while the original electricity running cost, if the old chiller plants were used, was estimated to be approximately HK$15.2 million for the same period. Our Ultra-High Efficiency Boca Hybrid Power Chiller Plant has successfully achieved a significant reduction in the electricity running costs of our customer’s air conditioning system. The average electricity cost savings were approximately 60% and 56% for the 2019-2020 period and 2020-2021 period, respectively. In addition, our customer has estimated that over 4,000,000 kilograms of carbon dioxide emission will be reduced on an annual basis after using our Ultra-High Efficiency Boca Hybrid Power Chiller Plant.

Project Development and Manufacturing

The value chain below shows the technical project development process, which can be divided into four different steps, namely: project planning, manufacturing, installation, and operation and maintenance. We are active in all of the stages, either independently or through subcontractors. 

We perform the initial project planning phase, which includes detailed feasibility studies and project design activities. Following the planning phase, our team then engages with manufacturers and suppliers for the procurement, manufacturing and assembling of our products. Except for our BocaPCM-TES Panels and the fully automatic control system, all components and materials used in our products are manufactured by parties who we believe are experienced third-party manufacturers and suppliers. The installation of the project is then performed by a selected experienced civil engineering company. After installation, depending on the revenue model for a particular project (S&P, PBC or BOT), the operation and maintenance is either performed by our team directly or by a local subcontractor or by the client after undergoing training in the operation and maintenance of our technology.

In most projects, we work with different suppliers and manufacturers throughout the value chain. We work with and procure parts from experienced manufacturers with extensive expertise and product quality such as Mitsubishi Heavy Industries, Ltd. Part of our rationale in procuring parts from and working with experienced manufacturers is to ensure the long lifespan of our products. According to our experience, components provided by experienced manufacturers are generally with good quality and long durability. Nonetheless, we do not believe that we are dependent on any single vendor for manufacturing the components of and materials for our products.

In addition, since our products are comprised of customized components provided by experienced manufacturers, we believe we face some exposure to fluctuations in the prices of raw materials or other supplies, including nanomaterials, inorganic salt and HDPE materials, which influence the price of components provided by the experienced manufacturers we work with.

Intellectual Property

We regard our trademarks, copyrights, patents, domain names, know-how, proprietary technologies, and similar intellectual property as critical to our success, and we rely on trademark, copyright and patent law and confidentiality, invention assignment and non-compete agreements with our employees and others to protect our proprietary rights.

As of the date of this Annual Report, Chan Kam Biu Richard owned one registered trademark in Hong Kong which is the name and logo “BocaPCM”, and the domain name “pcm-tes.com”. He has granted a license to us to use such name and logo, and the domain name. No other person or entity can register or use the name and logo of BocaPCM as a prefix for any trademark or use the domain name “pcm-tes.com” without the written consent of Mr. Chan.

The following is a list of our current patents and patent applications, as of the date of this Annual Report:

Apart from the patents currently held by us and the patent applications mentioned above, our business also relies on various chemical formulas of PCM which are owned by Mr. Chan in the form of trade secrets.

Legal Proceedings

From time to time, we may be involved in various claims and legal proceedings relating to claims arising out of our operations.

On March 24, 2026, Patrick Shane Johnson, Jack Pena, and Hitesh Dev, individually and on behalf of all others similarly situated, filed a putative class action lawsuit against multiple defendants, including the Company, in the Supreme Court of the State of New York, County of New York, captioned Patrick Shane Johnson, Jack Pena, and Hitesh Dev, Individually and on Behalf of All Others Similarly Situated v. Syla Technologies Co., Ltd. et al. The plaintiffs allege, among other things, violations of the Securities Act, including Sections 11, 12(a)(2) and 15 thereof and Items 105 and 303 of Regulation S-K promulgated thereunder. We intend to vigorously defend against the claims asserted against us.

As of the date of this Annual Report, our Operating Subsidiary, Boca International Limited, is involved in the following legal proceedings:

Except as disclosed above, we are not currently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Regulation

As we conduct business in Hong Kong, our business operations are subject to various regulations and rules promulgated by the Hong Kong government. The following is a brief summary of the Hong Kong laws and regulations that currently and materially affect our business. This section does not purport to be a comprehensive summary of all present and proposed regulations and legislation relating to the industries in which we operate.

Hong Kong laws and regulations relating to trade description

Trade Descriptions Ordinance (Chapter 362 of the Laws of Hong Kong) (“TDO”) aims to prohibit false or misleading trade description and statements to goods and services provided to the customers during or after a commercial transaction. Pursuant to the TDO, any person in the course of any trade or business applies a false trade description to any goods or supply or offers to supply them commits an offence and a person also commits the same offence if he/she is in possession for sale or for any purpose of trade or manufacture of any goods with a false description. The TDO also provides that traders may commit an offence if they engage in a commercial practice that is a misleading omission of material information of the goods, an aggressive commercial practice, involves bait advertising, bait and switch or wrong acceptance of payment.

Hong Kong laws and regulations relating to supply of services

Pursuant to Supply of Services (Implied Terms) Ordinance (Chapter 457 of the Laws of Hong Kong) (“SOS(IT)O”), in every contract for the supply of service, where the supplier is acting in the course of a business, there is an implied term that the supplier will carry out the service with reasonable care and skill. The SOS(IT)O, provides that where, under a contract for the supply of a service by a supplier acting in the course of a business, the time for the service to be carried out is not fixed by the contract, is not left to be fixed in a manner agreed by the contract or is not determined by the course of dealing between the parties, there is an implied term that the supplier will carry out the service within a reasonable time. The SOS(IT)O, provides that where, under a contract for the supply of a service, the consideration for the service is not determined by the contract, is not left to be determined in a manner agreed by the contract or is not determined by the course of dealing between the parties, there is an implied term that the party contracting with the supplier will pay a reasonable charge.

Hong Kong laws and regulations relating to sales of goods

Pursuant to Sale of Goods Ordinance (Chapter 26 of the Laws of Hong Kong) (“SOGO”), in every contract of sale, there is an implied warranty that the goods are free, and will remain free until the time when the property is to pass, from any charge or encumbrance not disclosed or known to the buyer before the contract is made and that the buyer will enjoy quiet possession of the goods except so far as it may be disturbed by the owner or other person entitled to the benefit of any charge or encumbrance so disclosed or known. The SOGO provides that there is an implied condition that the goods shall correspond with the description where there is a contract for the sale of goods by description, and there is any implied condition or warranty as to the quality or fitness for any particular purpose of goods supplied under a contract of sale. Where the seller sells goods in the course of a business, there is an implied condition that the goods supplied under the contract are of merchantable quality.

Hong Kong laws and regulations relating to business registration

The Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong) requires every person, whether a company or an individual, who carries on a business in Hong Kong to apply for business registration certificate from the Inland Revenue Department within one month from the date of commencement of the business, and to display the valid business registration certificate at the place of business. Any person who fails to apply for business registration or display a valid business registration certificate at the place of business shall be guilty of an offence, and shall be liable to a fine of HK$5,000 and to imprisonment for 1 year.

Hong Kong laws and regulations relating to intellectual properties rights

Trade Marks Ordinance (Chapter 559 of the Laws of Hong Kong) (“TMO”) provides the framework for the Hong Kong’s system of registration of trademarks and sets out the rights attached to a registered trade mark, including logo and a brand name. The TMO restricts unauthorized use of a sign which is identical or similar to the registered mark for identical and/or similar goods and/or services for which the mark was registered, where such use is likely to cause confusion on the part of the public. The TMO provides that a person may also commit a criminal offence if that person fraudulently uses a trade mark, including selling and importing goods bearing a forged trade mark, or possessing or using equipment for the purpose of forging a trade mark.

Patents Ordinance (Chapter 514 of the Laws of Hong Kong) provides the framework for “re-registration” system of Chinese, UK and European patents in Hong Kong. The Patents (Amendment) Ordinance 2016, which came into full effect in Hong Kong on 19 December 2019 provided a new framework for a new patent system – an “original grant patent” system, running in parallel with the “re-registration” system.

Copyright Ordinance (Chapter 528 of the Laws of Hong Kong) (“CO”) provides comprehensive protection for recognized categories of underlying works such as literary, dramatic, musical and artistic works. The CO restricts unauthorized acts such as copying and/or making available copies to the public of a copy right work.

Hong Kong laws and regulations relating to competition

Competition Ordinance (Chapter 619 of the Laws of Hong Kong) (“Competition Ordinance”) prohibits and deters undertakings in all sectors from adopting anti-competitive conduct which has the object or effect of preventing, restricting or distorting competition in Hong Kong. The key prohibitions include (i) prohibition of agreements between businesses which have the object or effect of preventing, restricting or distorting competition in Hong Kong and (ii) prohibiting companies with a substantial degree of market power from abusing their power by engaging in conduct that has the object or effect of preventing, restricting or distorting competition in Hong Kong. The penalties for breaches of the Competition Ordinance include, but are not limited to, financial penalties of up to 10% of the total gross revenues obtained in Hong Kong for each year, up to a maximum of three years in which the contravention occurs.

Hong Kong laws and regulations relating to employment and labor protection

Pursuant to Employment Ordinance (Chapter 57 of the Laws of Hong Kong) (“EO”), all employees covered by the EO are entitled to basic protection under the EO including but not limited to payment of wages, restrictions on wages deductions and the granting of statutory holidays.

Pursuant to Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong) (“MPFSO”), every employer must take all practicable steps to ensure that the employee becomes a member of a Mandatory Provident Fund (MPF) scheme. An employer who fails to comply with such a requirement may face a fine and imprisonment. The MPFSO provides that an employer who is employing a relevant employee must, for each contribution period, from the employer’s own funds, contribute to the relevant MPF scheme the amount determined in accordance with the MPFSO.

Pursuant to Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong) (“ECO”), all employers are required to take out insurance policies to cover their liabilities under the ECO and at common law for injuries at work in respect of all of their employees. An employer failing to do so may be liable to a fine and imprisonment.

Pursuant to Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong) (“MWO”), an employee is entitled to be paid wages no less than the statutory minimum wage rate during the wage period. With effect from May 1, 2023, the statutory minimum hourly wage rate is HK$40. Failure to comply with MWO constitutes an offence under EO.

Pursuant to the Occupational Safety and Health Ordinance (Chapter 509 of the Laws of Hong Kong), employers, so far as reasonably practicable, must ensure the safety and health at work of all the employer’s employees in their workplaces by (i) providing and maintaining plant and work systems that do not endanger safety or health, (ii) making arrangements for ensuring safety and health in connection with the use, handling, storage and transport of articles and substances, (iii) providing all necessary information, instruction, training and supervision for ensuring safety and health, (iv) maintaining the workplace under its control in a condition that is safe and without risks to health, and providing and maintaining means of access to and egress from the workplace that are safe and without any such risks and (v) providing and maintaining a working environment that is safe and without risks to health. Any employer who fails to comply with the above provisions commits an offence and shall be liable on conviction to a fine of HK$200,000. An employer who fails to comply with the above provisions intentionally, knowingly or recklessly commits an offence and shall be liable on conviction to a fine of HK$200,000 and to imprisonment for six months.

4.C. Organizational Structure

A description of our organizational structure as of the date of this Annual Report is set forth under “Item 4. Information on the Company - A. History and Development of the Company - Corporate Structure.”

4.D. Property, Plants and Equipment

We lease the property for our headquarters, which is located at Unit 1809, Prosperity Place, 6 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong, and consists of approximately 918 square feet of office space. The current lease term for the property is 36 months, having commenced on January 1, 2026 and expiring on December 31, 2028, at a monthly base rent of HK$18,500.

We purchased a residential property located at Flat C, Le Point, Metro Town, 8 King Ling Road, Tseung Kwan O, New Territories, Hong Kong, for purposes of providing a residence for Chan Kam Biu, our Chief Executive Officer and Director, and his spouse, Lui Lai Yuen, who is our Chief Administrative Officer and Director.

We will outsource the BocaPCM-TES Panels through OEM. For Ultra-High Efficiency Boca Hybrid Power Chiller Plant, we will engage manufacturers and suppliers for the procurement and manufacturing and set up the entire system in the locations requested by our clients. We currently do not own or lease any other manufacturing facilities.

We believe that our existing property is in good condition and is sufficient and suitable for the conduct of our business for the foreseeable future. To the extent our needs change as our business grows, we expect that additional space and facilities will be available.

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read together with our consolidated financial statements and other financial data that appear elsewhere in this Annual Report. In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in or implied by these forward-looking statements as a result of many factors, including, but not limited to, those set forth under “Item 3. Key Information—D. Risk Factors” and elsewhere in this Annual Report.

Our consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”). Our historical results are not necessarily indicative of the results to be expected for any future period.

As a newly public company, our capital structure changed significantly during the fiscal year ended March 31, 2026. The following discussion presents our financial results for the three fiscal years ended March 31, 2026, 2025, and 2024. The narrative analysis is organized into two primary sections: (i) a comparison of our results of operations for the fiscal year ended March 31, 2026 to the fiscal year ended March 31, 2025, and (ii) a comparison of our results of operations for the fiscal year ended March 31, 2025 to the fiscal year ended March 31, 2024.

5.A. Operating Results

Overview

We are a provider of advanced energy saving solutions supported by proprietary phase change thermal energy storage materials and thermal engineering services. Our mission statement is “to preserve the world by decarbonization technologies.” As an advocate of decarbonization, we design, develop, and provide customized energy saving solutions that increase economic benefits of 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 and governments all over the world are facing more pressure than ever to develop and execute a meaningful net-zero strategy, especially after the adoption of the Paris Agreement and the Glasgow Climate Pact in 2015 and 2021, respectively. Even though decarbonization strategies vary significantly across industries, it is believed that transitioning to clean-energy sources is a far more visible pathway toward net zero for many organizations. It is in such context that we have devised and have been consolidating our corporate mission to research, develop, strategize, and commercialize our decarbonization technology and products that not only considerably increase economic benefits of our clients, but also contribute to the global campaign of decarbonization and ultimately a more sustainable future.

Our proprietary technology is a PCM thermal energy storage (“TES”) technology. By applying material science and nanotechnology, we have successfully invented and manufactured our PCM which 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 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 phase change temperature and TES capacity to accommodate different temperature requirements in various PCM-TES applications. Based on the type of PCM solution filled into the HDPE plastic containers, we are able to manufacture customized BocaPCM-TES Panels with a wide range of operating temperatures from -86°C to +600°C to suit our clients’ needs. Accordingly, our BocaPCM-TES Panels can be utilized in many heating, ventilation, and air conditioning (“HVAC”) and refrigeration applications.

By utilizing our customized BocaPCM-TES Panels, we design, develop, and manufacture our phase change material thermal energy storage system (“BocaPCM-TES System”) and apply it on various central air conditioning systems (collectively, “Ultra-High Efficiency Boca Hybrid Power Chiller Plant”). Our Ultra-High Efficiency Boca Hybrid Power Chiller Plant is essentially an advanced cooling system that can be deployed in most existing and new buildings, and it is environmentally friendly with a long lifespan. Operating alongside with our self-developed fully automatic control system, our Ultra-High Efficiency Boca Hybrid Power Chiller Plant can increase its efficiency by optimization control model that shifts chiller plant’s cooling load from on-peak periods 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 Plant are able to reduce at least 40% of electricity consumption during all 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 the global campaign of decarbonization by cutting carbon emissions directly, but also increase economic benefits of our clients.

To further our corporate mission and better grasp the market opportunities, we continue to strive to develop environmental-friendly, efficient, and cost-saving technologies and solutions for the benefit of our clients and the world at large.

On January 14, 2026, we consummated our initial public offering, pursuant to which we raised aggregate gross proceeds of US$11,500,000 (inclusive of the exercise of the over-allotment option granted to the underwriters in the initial public offering). In connection with our initial public offering, our ordinary shares became listed on the NYSE American and began trading thereon under the symbol “GCDT”.

We generated revenue of approximately HK$25.1 million, HK$16.6 million and HK$5.2 million for the years ended March 31, 2026, 2025 and 2024, respectively. The revenue for the year ended March 31, 2026 primarily came from providing energy saving services by using our Ultra-High Efficiency Boca Hybrid Power Chiller Plant located at the headquarters of HAECO in Hong Kong International Airport amounting to approximately HK$7.9 million which included a one-off lump sum settlement amount of HK$2.1 million for past disputes with HAECO, and for the provision of supply and installation services of cooling tower system for HAECO (amounting to approximately HK$4.3 million), provision of our BocaPCM-TES System at the University Hospital of Macau University of Science and Technology Foundation (amounting to approximately HK$11.7 million) and provision of supply and installation services of the complete mechanical ventilation and air conditioning (“MVAC”) installation in Bayview Garden Shopping Centre (amounting to approximately HK$1.2 million). For the year ended March 31, 2025, the revenue primarily came from the HAECO project (amounting to approximately HK$5.1 million), the Solar Project that we provide consultation on research and development services (amounting to approximately HK$3.0 million) and another project with LMP International Limited for the provision of our BocaPCM-TES System at the Bayview Garden Shopping Centre (amounting to approximately HK$8.5 million). The revenue for the year ended March 31, 2024 primarily came from providing energy saving services by using our Ultra-High Efficiency Boca Hybrid Power Chiller Plant located at the headquarters of HAECO in Hong Kong International Airport (amounting to approximately HK$5.2 million).

Results of Operations

For the years ended March 31, 2026, 2025 and 2024

The following table summarizes our consolidated statements of operations for the years ended March 31, 2026, 2025 and 2024. The selected financial information has been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and should be read in conjunction with our audited consolidated financial statements and related notes corresponding to such periods.

Revenue

For the years ended March 31, 2026 and 2025

For the year ended March 31, 2026, revenue increased by approximately HK$8.5 million, or approximately 51.1%, to approximately HK$25.1 million from approximately HK$16.6 million for the year ended March 31, 2025. This increase in revenue was mainly due to increases in energy saving service income and construction service income which was partially offset by a decrease in consultancy service income for the year ended March 31, 2026.

For the years ended March 31, 2025 and 2024

For the year ended March 31, 2025, revenue increased by approximately HK$11.3 million, or approximately 216.5%, to approximately HK$16.6 million from approximately HK$5.2 million for the year ended March 31, 2024. This increase in revenue was mainly due to increases in consultancy service income and construction service income for the year ended March 31, 2025.

The following table sets out revenues from different services for the years ended March 31, 2026, 2025 and 2024: