Form S-1/A CitroTech Inc.
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As filed with the Securities and Exchange Commission on September 30, 2026.
Registration No. 333-299155
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
to
FORM
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
| (Exact name of registrant as specified in its charter) |
|
(State or jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Wesley J. Bolsen, Chief Executive Officer
CitroTech Inc.
6400 S. Fiddlers Green Cir., Suite 300
Greenwood Village, Colorado 80111
(800) 401-4535
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With Copies to:
| Anthony F. Newton | David E. Danovitch, Esq. |
| Law Office of Anthony F. Newton | Michael DeDonato, Esq. |
| 8810 Luray Court | Sullivan & Worcester LLP |
| Rosenberg, Texas 77469 | 1251 Avenue of the Americas, 19th Floor |
| +1 (832) 452-0269 | New York, NY 10020 |
| (212) 660-3060 |
APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC: As soon as practicable after this registration statement becomes effective.
If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, 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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-299155) is filed solely to amend Item 16 of Part II thereof and to file certain exhibits thereto. This Amendment No. 1 does not modify any provision of the preliminary prospectus contained in Part I. Accordingly, the preliminary prospectus has been omitted.
Item 16. Exhibits and Financial Statement Schedules
(i) Exhibits.
See the Exhibit index on the page immediately preceding the signature page for a list of exhibits filed as part of this registration statement, which Exhibit index is incorporated herein by reference.
(ii) Financial statement schedules.
All financial statement schedules are omitted because they are not required or are not applicable, or the information is otherwise set forth in the consolidated financial statements and related notes thereto.
| 2 |
EXHIBIT INDEX
| 3 |
| 4 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on the 30th day of September, 2026.
| CITROTECH, INC. | ||
| By: | /s/ Wesley J. Bolsen | |
| Name: | Wesley J. Bolsen | |
| Title: | Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Wesley J. Bolsen | Chief Executive Officer and Director | |||
| Wesley J. Bolsen | (Principal Executive Officer) | September 30, 2026 | ||
| /s/ Nanuk Warman | Secretary and Chief Financial Officer | |||
| Nanuk Warman | (Principal Financial Officer and Principal Accounting Officer) | September 30, 2026 | ||
| * | ||||
| Lorenzo Calinawan | Director | September 30, 2026 | ||
| * | ||||
| Craig Huff | Chairman | September 30, 2026 | ||
| * | ||||
| Michael Feigin | Director | September 30, 2026 |
* By: /s/ Wesley J. Bolsen
Wesley J. Bolsen
Attorney-in-fact
| 5 |
ATTACHMENTS / EXHIBITS
RENEWAL OF PARTNERSHIP CHOICE AGREEMENT BETWEEN THE EPA AND MIGHTY FIRE BREAKER LLC
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