F-1/A: Carbon Zero Technologies International Files Eleventh Amendment to F-1 Registration Statement for Public Offering
Sentiment:
Registration Statement Amendment
Carbon Zero Technologies International Inc. has filed Amendment No. 11 to its F-1 Registration Statement, primarily to include an exhibit and update the exhibit index, with no changes to the prospectus from the prior amendment.
Capital raiseThe offering includes 3,335,000 American Depositary Shares (ADSs) on a firm commitment basis, with each ADS representing 8 Class A Ordinary Shares.An option for a period of 45 days after closing of the Offering for the underwriters to purchase up to 15% of the Public ADSs sold in the Offering to cover over-allotments.An underwriter purchase option will be issued to Ninth Eternity Securities LLC to purchase ADSs equal to 5% of the Public ADSs sold in the Offering.An existing shareholder, South Kensington Investment Limited, will resell up to 6,000,000 Class A Ordinary Shares, represented by 750,000 ADSs.
Summary
- Amendment No. 11 to the F-1 Registration Statement was filed by Carbon Zero Technologies International Inc. on May 30, 2025.
- The primary purpose of this amendment is to file an exhibit and amend and restate the exhibit index in Part II of the Registration Statement.
- No changes have been made to the prospectus included in the Registration Statement, which remains unchanged from Amendment No. 10, filed on May 28, 2025.
- The company's principal executive offices are located in Shenzhen, China.
- The approximate date of commencement of proposed sale to the public is as soon as practicable after the effective date of this registration statement.
- The company is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
- As of the prospectus date, the company has an aggregate of 125,000,610 Class A ordinary shares and 34,000,000 Class B ordinary shares issued and outstanding.
- The authorized share capital is US$50,000, divided into 4,900,000,000 Class A ordinary shares and 100,000,000 Class B ordinary shares, each with a nominal or par value of US$0.00001.
- The offering includes 3,335,000 American Depositary Shares (ADSs) on a firm commitment basis, with each ADS representing 8 Class A Ordinary Shares.
- An over-allotment option allows underwriters to purchase up to 15% of the Public ADSs sold in the offering.
- An Underwriter Purchase Option will be issued to Ninth Eternity Securities LLC to purchase ADSs equal to 5% of the Public ADSs sold.
- South Kensington Investment Limited, an existing shareholder, will resell up to 6,000,000 Class A Ordinary Shares, represented by 750,000 ADSs.
- The company was incorporated on July 13, 2023, and various Class A and Class B ordinary shares were issued on that date to multiple investment entities.
Sentiment
Score: 5
Explanation: The document is a procedural amendment to a registration statement, primarily for exhibit filing, and does not contain information that would significantly alter the company's perceived value or operational performance. It is neutral in sentiment.
Positives
- The company is progressing with its public offering process by filing necessary amendments to its F-1 Registration Statement.
- The legal opinion confirms the company's due incorporation, valid existence, good standing, and corporate power to execute the underwriting and deposit agreements.
- The Class A Ordinary Shares underlying the IPO ADSs and Underwriter Purchase Option ADSs, once issued and registered, will be validly issued, fully paid, and non-assessable.
- The Class A Ordinary Shares represented by the Resale ADSs are confirmed to be validly issued, fully paid, and non-assessable.
Negatives
- The SEC's opinion states that indemnification for liabilities arising under the Securities Act, if permitted to directors, officers, or controlling persons, is against public policy and therefore unenforceable.
Risks
- Indemnification for liabilities arising under the Securities Act for directors, officers, or controlling persons is considered against public policy by the SEC and is therefore unenforceable.
- Failure to file annual returns and pay annual fees with the Registrar of Companies in the Cayman Islands may result in the company being struck off the Register of Companies, leading to its assets vesting in the Financial Secretary of the Cayman Islands.
Future Outlook
The company anticipates the proposed sale to the public will commence as soon as practicable after the effective date of this registration statement. It also undertakes to file post-effective amendments to include required prospectuses, reflect fundamental changes, and update financial statements during any offering period.
Management Comments
- Baitong Tang, Chief Executive Officer and Chairman of the Board of Directors, signed the registration statement.
- Lili Guan, Chief Financial Officer and Director, signed the registration statement.
- Mark Crone, Partner at The Crone Law Group, P.C., signed as the duly authorized representative in the United States.
Industry Context
This filing is a standard procedural step for a company seeking to go public in the U.S. market, specifically for a company incorporated in the Cayman Islands. The focus on 'Carbon Zero Technologies' suggests an involvement in environmental or sustainability-related industries, which are currently experiencing significant investor interest and regulatory focus globally. The detailed listing of various investment and loan agreements indicates a complex corporate structure and prior funding activities, common for companies preparing for an IPO.
Comparison to Industry Standards
- NA
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Bylaws/Articles Amendment | The company's amended and restated memorandum and articles of association were adopted by special resolution on August 7, 2024, and filed on August 13, 2024. These articles provide for indemnification of directors, secretary, and other officers against liabilities incurred in the conduct of the company's business, except for matters arising out of fraud, willful default, or willful neglect. | 2024-08-13 | Enhances protection for directors and officers, aligning with common corporate governance practices, though subject to Cayman Islands public policy and SEC's stance on Securities Act liabilities. |
Legal Proceedings
- The SEC's opinion states that indemnification for liabilities arising under the Securities Act, if permitted to directors, officers, or controlling persons, is against public policy and therefore unenforceable. The registrant undertakes to submit this question to a court of appropriate jurisdiction if a claim for indemnification is asserted, unless settled by controlling precedent.
Related Party Transactions
- The exhibit index lists numerous English translations of Investment Agreements and Creditors Rights and Debt Relationship Confirmation and Loan Agreements involving CZTI Shenzhen, ABGreen Shenzhen, BJ ABGreen RSC, Baitong Tang (CEO), and various individuals (Kewen Lin, Lijun Zhao, Shuo Li, Jingkai Li, Qinghong Chen, Yaping Wang, Ronghua Yang, Jiuhao Zhang, Zhiai Lu, Zhongxuan Ban, Liguang Chen, Cuili Zhang, Rongping Xing, Haibin Lin, Qinqin Zhang, Xiangying Xiang, Xinliang Wang, Renlu Dong, and Shanghai Zhongyaocheng Mining Industry Co., Ltd.). These indicate past financial dealings and equity transfers with individuals and entities potentially related to the company's operations or management.
Stakeholder Impact
- **Shareholders:** The filing of this amendment is a step towards the public offering, which will allow new investors to acquire shares and existing shareholders (like South Kensington Investment Limited) to potentially liquidate part of their holdings. The indemnification provisions offer protection to directors and officers, which could indirectly benefit shareholders by attracting and retaining qualified management, but the SEC's stance on enforceability for Securities Act liabilities introduces a potential risk.
- **Employees, Directors, Officers, and Consultants:** The company has issued options to these groups, indicating a mechanism for equity participation and alignment of interests. Indemnification provisions are in place to protect them from certain liabilities, though with limitations as noted by the SEC.
- **Underwriters:** The document details the terms of the underwriting agreement, including the firm commitment for Public ADSs and the over-allotment option, defining their role and potential compensation in the offering.
- **Regulatory Authorities (SEC):** The filing demonstrates compliance with SEC disclosure requirements for a public offering, including specific undertakings regarding future filings and liabilities under the Securities Act.
Next Steps
- The company will proceed with the proposed sale to the public as soon as practicable after the effective date of the registration statement.
- The company undertakes to file further amendments to specifically state the effective date of the registration statement or await SEC determination.
- The company will file post-effective amendments to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.
- The company will file post-effective amendments to reflect any fundamental changes in the information set forth in the Registration Statement.
- The company will file post-effective amendments to include any material information with respect to the plan of distribution not previously disclosed or any material change to such information.
- The company will remove from registration any unsold securities by means of a post-effective amendment at the termination of the offering.
- The company will file a post-effective amendment to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed or continuous offering, unless included in the prospectus by other means.
Key Dates
| Date | Description |
|---|---|
| 2022-01-19 | Date of Investment Agreement among ABGreen Shenzhen, Baitong Tang and Kewen Lin. |
| 2022-01-19 | Date of Investment Agreement among ABGreen Shenzhen, Baitong Tang and Lijun Zhao. |
| 2022-05-20 | Date of Vehicle Mortgage Agreement between Jinyou Metal, Qinqin Zhang and BMW Automotive Finance (China) Co., Ltd. |
| 2022-08-19 | Date of Credit Line Agreement between ABGreen Shenzhen and Ping An Bank Company limited Shenzhen Branch. |
| 2022-09-16 | Date of Maximum Amount Guarantee Agreement between Baitong Tang, Cuili Zhang and Ping An Bank Company limited Shenzhen Branch. |
| 2022-10-22 | Date of Investment Agreement among CZTI Shenzhen, Baitong Tang and Shuo Li. |
| 2022-11-01 | Date of Investment Agreement among CZTI Shenzhen, Baitong Tang and Yaping Wang. |
| 2022-11-02 | Date of Investment Agreement among CZTI Shenzhen, Baitong Tang and Qinghong Chen. |
| 2022-11-03 | Date of Investment Agreement among CZTI Shenzhen, Baitong Tang and Ronghua Yang. |
| 2022-11-04 | Date of Investment Agreement among CZTI Shenzhen, Baitong Tang and Zhiai Lu. |
| 2022-11-04 | Date of Investment Agreement among CZTI Shenzhen, Baitong Tang and Jiuhao Zhang. |
| 2022-11-05 | Date of Investment Agreement among CZTI Shenzhen, Baitong Tang and Kewen Lin. |
| 2022-11-05 | Date of Investment Agreement among CZTI Shenzhen, Baitong Tang and Liguang Chen. |
| 2022-11-07 | Date of Investment Agreement among CZTI Shenzhen, Baitong Tang and Zhongxuan Ban. |
| 2022-11-10 | Date of Investment Agreement among CZTI Shenzhen, Baitong Tang and Jingkai Li. |
| 2022-12-13 | Date of Loan Agreement between Jinyou Metal and Industrial and Commercial Bank of China Limited Xiping Branch. |
| 2023-05-22 | Date of Loan Agreement between ABGreen Shenzhen and Rongping Xing. |
| 2023-05-25 | Date of Loan Agreement between Jinyou Metal, Qinqin Zhang and China Construction Bank Corporation Zhumadian Branch. |
| 2023-07-01 | Date of Creditors Rights and Debt Relationship Confirmation and Loan Agreements between CZTI Shenzhen/ABGreen Shenzhen and various individuals (Liguang Chen, Qinghong Chen, Zhongxuan Ban, Yaping Wang, Kewen Lin, Ronghua Yang, Shuo Li, Jingkai Li, Jiuhao Zhang, Zhiai Lu, Lijun Zhao). |
| 2023-07-01 | Date of Confirmation Agreement of Offsetting between Creditors Rights and Debt among BJ ABGreen RSC, ABGreen Shenzhen, CZTI Shenzhen, and various individuals. |
| 2023-07-13 | Date of incorporation of Carbon Zero Technologies International Inc. |
| 2023-07-13 | Date of issuance of 1 Class A ordinary share to Osiris International Cayman Limited, its subsequent transfer to Arrowmask Investment Limited, and further issuance of Class A and Class B ordinary shares to various investment entities. |
| 2023-07-17 | Date of Loan Agreements between ABGreen Fuyang and Shenzhen Qianhai Micro Public Bank Co. Ltd. |
| 2023-08-07 | Date of special resolution adopting the amended and restated memorandum and articles of association of the Company. |
| 2023-08-13 | Date of filing of the amended and restated memorandum and articles of association with the Registrar. |
| 2023-09-05 | Date of Loan Agreement between ABGreen Fuyang, Haibin Lin and China Construction Bank Corporation Jieshou Sub-branch. |
| 2023-09-15 | Date of Loan Agreements between Zhoukou Senbo and Shenzhen Qianhai Micro Public Bank Co. Ltd. |
| 2023-09-27 | Date of Loan Agreement between ABGreen Shenzhen and Ping An Bank Company limited Shenzhen Branch. |
| 2023-11-14 | Date of written resolutions of the directors approving the company's filing of the Registration Statement and issuance of shares. |
| 2024-01-18 | Date of Loan Agreement between ABGreen Shenzhen and China Link. |
| 2024-01-18 | Date of Supplementary Agreement to the Loan Agreement among the Company, ABGreen Shenzhen and China Link. |
| 2024-08-28 | Date of Equity Transfer Agreement among Shenzhen Chuangzhiyuan, Hebei Jushang, and Renlu Dong. |
| 2024-10-30 | Date of Equity Transfer Agreement between Carbon Source HK, Xiangying Xiang and Xinliang Wang. |
| 2024-10-31 | Date of Equity Transfer Agreement among Jiangxi Qi Hong New Material Technology Co., Ltd, Carbon Source HK, and Shanghai Zhongyaocheng Mining Industry Co., Ltd. |
| 2024-11-01 | Date of Equity Transfer Agreement among Jingchuang Metal, Carbon Source HK, and Jiangxi Xindifeng New Materials Co., Ltd. |
| 2025-01-10 | Date of written resolutions of the directors approving the company's filing of the Registration Statement and issuance of shares. |
| 2025-04-15 | Date of Good Standing Certificate issued by the Registrar in respect of the Company. |
| 2025-04-22 | Date of written resolutions of the directors approving the company's filing of the Registration Statement and issuance of shares. |
| 2025-05-28 | Date of filing of Amendment No. 10 to the Registration Statement. |
| 2025-05-30 | Date of filing of Amendment No. 11 to the F-1 Registration Statement. |
| 2025-05-30 | Date of Director's Certificate as to certain matters of fact. |
Keywords
F-1/A, SEC filing, Registration Statement, IPO, American Depositary Shares, ADSs, Class A Ordinary Shares, Class B Ordinary Shares, Underwriting Agreement, Deposit Agreement, Cayman Islands law, corporate governance, indemnification, public offering, Carbon Zero Technologies International Inc.
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