F-1/A: Carbon Zero Technologies International Inc. Files Deposit Agreement

Carbon Zero Technologies International Inc. has filed a Deposit Agreement with The Bank of New York Mellon, outlining the terms and conditions for the creation and trading of American Depositary Shares (ADSs).

Summary

• Carbon Zero Technologies International Inc. has entered into a Deposit Agreement with The Bank of New York Mellon, establishing the framework for its American Depositary Shares (ADSs).
• The agreement details the creation, delivery, transfer, and surrender of ADSs, which represent underlying Class A ordinary shares of the company.
• Key provisions cover the rights and obligations of the depositary, the company, and the owners and holders of ADSs, including procedures for distributions, voting, and corporate actions.
• The agreement also outlines the process for amendment and termination of the depositary arrangement, as well as the fees and charges associated with the ADSs.
• The filing specifies that each ADS represents four Class A ordinary shares of the company.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, as it is a procedural document essential for international trading, but it does not contain operational or financial performance data.

Positives

• Establishes a clear framework for the company's American Depositary Shares (ADSs), facilitating international investment.
• The Deposit Agreement with a reputable depositary like The Bank of New York Mellon can enhance investor confidence.
• Details the rights and obligations of all parties involved, promoting transparency in the ADS program.
• Outlines procedures for distributions, voting, and other corporate actions, ensuring orderly management of shareholder interests related to ADSs.

Negatives

• The filing is a standard deposit agreement, not containing financial performance or strategic updates, thus offering no direct insights into the company's current business health.
• The agreement is dated "__________", 2026, indicating a future effective date, meaning it does not reflect current operational status.
• The document is highly technical and legalistic, requiring specialized knowledge to fully interpret its implications.

Risks

• Amendments to the Deposit Agreement can be made without the consent of ADS holders, provided certain notice periods are met, potentially altering existing rights.
• Termination of the Deposit Agreement can occur under specific conditions, which could impact the liquidity and trading of ADSs.
• The depositary may refuse to accept deposits or register transfers of ADSs under certain circumstances, potentially limiting the free transferability of ADSs.
• ADS holders may not receive the same level of information or protections as direct shareholders of the company's ordinary shares.
• The depositary's liability is limited, and it is not a fiduciary to ADS holders, meaning ADS holders bear risks related to the depositary's actions or inactions.
• The agreement includes a jury trial waiver for ADS holders, which could limit their legal recourse in disputes.

Future Outlook

The Deposit Agreement is dated "__________", 2026, indicating its future effective date and outlining the terms for ADSs, but does not provide forward-looking financial guidance.

Industry Context

StockSavvy.ai notes that the establishment of a Deposit Agreement is a common and necessary step for companies seeking to list their securities on U.S. exchanges, facilitating broader investor access and liquidity for their shares through the American Depositary Share mechanism.

Corporate Governance

Stakeholder Impact

• Shareholders and potential investors will have a defined mechanism for holding and trading interests in the company's Class A ordinary shares through ADSs.
• The depositary, The Bank of New York Mellon, will manage the ADS program and related services.
• The company will have a platform to access international capital markets through the issuance of ADSs.

Next Steps

• The company will proceed with the listing of its ADSs on the Nasdaq Global Market, subject to approval.
• Owners and holders of ADSs will be bound by the terms of the Deposit Agreement.
• The company and the depositary will manage the ongoing administration of the ADS program according to the agreement.

Keywords

Deposit Agreement, American Depositary Shares, ADS, The Bank of New York Mellon, Carbon Zero Technologies International Inc., SEC Filing, Corporate Finance, Securities Law, Shareholder Rights, Cayman Islands Company