IPO - Carbon Zero Technologies International Inc.

Form Type: F-1/A

Filing Date: 2025-05-30

Corporate Action: Ipo

Type: Update

Accession Number: 000164117225013030

Filing Summary: This document is Amendment No. 11 to the Form F-1 registration statement for Carbon Zero Technologies International Inc., filed with the SEC on May 30, 2025. The registration relates to the proposed public offering of securities under the Securities Act of 1933. It includes details about the company's address and its agent for service, as well as an explanatory note indicating that this amendment is solely for filing an exhibit and amending the exhibit index of the Registration Statement. The Registration Statement remains unchanged from the previous amendment. The company is designated as an emerging growth company and adheres to U.S. GAAP for financial statements. The document outlines indemnification provisions for officers and directors, as well as recent sales of unregistered securities and various exhibit descriptions. It confirms that no material changes have been made outside of the exhibit amendments and provides a detailed list of securities issued including Class A and Class B ordinary shares. The filing indicates that the proposed sale of securities will commence as soon as practicable after the registration statement becomes effective.

Form Type: F-1/A

Filing Date: 2025-05-28

Corporate Action: Ipo

Type: New

Accession Number: 000164117225012671

Filing Summary: Carbon Zero Technologies International Inc. filed an amendment to its registration statement on Form F-1 with the SEC on May 28, 2025, in connection with its initial public offering (IPO). The registration statement seeks to offer 3,335,000 American Depositary Shares (ADSs), representing 26,680,000 Class A ordinary shares. The company's expected initial public offering price per ADS ranges from $11.00 to $13.00. The registration statement also registers for resale an additional 750,000 ADSs representing 6,000,000 Class A ordinary shares by a selling shareholder. A scheduling note indicates the proposed sale will commence as soon as practicable after the effective date of the registration. The filing states that Carbon Zero Technologies is an emerging growth company under U.S. securities laws and is based in the Cayman Islands. There are important risks associated with the company's structure and operations conducted mainly in China, including potential legal and regulatory challenges. The company's ability to list on the Nasdaq Global Market is contingent upon SEC approval, and no public market currently exists for its shares. The company emphasizes that it has not paid dividends to shareholders in the past and does not intend to pay dividends in the foreseeable future, focusing instead on price appreciation for returns on investment. The filing describes significant risks under the Holding Foreign Companies Accountable Act which could affect trading of the ADSs in the U.S. if certain audit conditions are not met.

Form Type: F-1/A

Filing Date: 2025-05-21

Corporate Action: Ipo

Type: New

Accession Number: 000164117225011896

Filing Summary: Carbon Zero Technologies International Inc. filed an Amendment No. 9 to their F-1 registration statement with the SEC, seeking to register the public offering of 3,335,000 American Depositary Shares (ADSs) representing 26,680,000 Class A ordinary shares. This document includes two prospectuses: a Public Offering Prospectus for the ADSs and a Resale Prospectus for amounts to be sold by a selling shareholder. The public offering is expected to commence as soon as practical, contingent upon the successful listing of the ADSs on the Nasdaq Global Market. The expected price range for the ADSs is between $11.00 and $13.00 each. This offering, which would mark Carbon Zero's entrance into the public markets, includes important risk disclosures about potential regulatory challenges in China, particularly regarding the company's structure as a Cayman Islands holding company and the significant oversight from Chinese authorities. The company has not maintained cash management policies and does not foresee paying dividends in the immediate future, opting instead for the appreciation of ADS prices as the primary return for investors. The filing also outlines the need for compliance with various Chinese regulations related to overseas offerings, which could impact the ability to conduct business effectively. Risks include delisting due to non-compliance with U.S. accounting oversight requirements under the HFCAA, which if triggered could adversely affect investment values.

Form Type: F-1/A

Filing Date: 2025-04-24

Corporate Action: Ipo

Type: New

Accession Number: 000164117225005904

Filing Summary: On April 23, 2025, Carbon Zero Technologies International Inc. filed Amendment No. 8 to its Form F-1 Registration Statement to facilitate its initial public offering (IPO). The offering includes the registration of 3,335,000 American Depositary Shares (ADSs) representing 26,680,000 Class A ordinary shares to be offered to the public. Additionally, 750,000 ADSs representing 6,000,000 Class A ordinary shares are being registered for resale by a selling shareholder. This amendment contains both a Public Offering Prospectus and a Resale Prospectus, which illustrates differences in the offerings. The initial offering price is expected to range between $11.00 and $13.00 per ADS, and the sale is contingent upon the successful listing of the ADSs on the Nasdaq Global Market. Carbon Zero Technologies International Inc. is deemed an emerging growth company, allowing it to benefit from reduced reporting requirements. Risks related to the company’s operations in China, regulatory compliance, and potential impacts on the value of the ADSs due to foreign regulatory challenges have been highlighted, indicating high-risk factors for potential investors. The firm has completed necessary filing procedures with the China Securities Regulatory Commission (CSRC) to comply with regulations concerning overseas IPOs.

Form Type: F-1/A

Filing Date: 2025-01-10

Corporate Action: Ipo

Type: New

Accession Number: 000149315225001648

Filing Summary: Carbon Zero Technologies International Inc. filed an amendment to its initial registration statement on Form F-1 for an initial public offering (IPO) of American Depositary Shares (ADSs). The registration includes a minimum offering of 2,500,000 ADSs, representing 20,000,000 Class A ordinary shares, and a maximum offering of 4,200,000 ADSs, representing 33,600,000 Class A ordinary shares. The company is seeking to list its ADSs on the Nasdaq Global Market under the symbol 'CZTI'. This registration also covers the resale of 750,000 ADSs, representing 6,000,000 Class A ordinary shares, by a selling shareholder. The offering is contingent upon the ADSs being approved for listing on Nasdaq and trading may not commence without this approval. The anticipated initial public offering price is estimated to be between $11.00 and $13.00 per ADS. The document highlights risks associated with being a Cayman Islands holding company with operations in China and discusses the implications of recent Chinese regulatory changes on overseas listings. It emphasizes that the company is an emerging growth company eligible for reduced reporting obligations and discusses the potential impact of the Holding Foreign Companies Accountable Act on trading its shares in the U.S.