CitroTech Inc美股招股说明书(2026-04-15版)

Up to 8,068,569 Shares of Common Stock CitroTech Inc. This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus (the “SellingStockholders”) of up to 8,068,569 shares (the “Shares”) of common stock, par value $0.0001 per share, (“Common Stock”) ofCitroTech Inc., a Wyoming corporation (the “Company,” “CITR,” “we,” “us,” or “our”), which includes (i) 2,296,426 shares ofCommon Stock issuable upon conversion of 688,922 shares of Series C preferred stock (“Series C Preferred Stock”) held directly orindirectly by the Selling Stockholders issued to investors in a private placement offering on September 30, 2025 (the “September 2025Private Placement”) and subsequent private placement offering on October 21, 2025 (the “October 2025 Private Placement” andtogether, with the September 2025 Private Placement, the “2025 Private Placements”); (ii) 2,429,641 shares of Common Stockissuable upon the exercise of warrants issued to investors in the 2025 Private Placements, (iii) an aggregate of 925,834 shares ofCommon Stock issued to debtholders upon the conversion of convertible debt and (iv) 2,416,668 shares of Common Stock. The Shares will be resold from time to time by the Selling Stockholders listed in the section titled “Selling Stockholders” beginning onpage 92. The Selling Stockholders, or their respective transferees, pledgees, donees or other successors-in-interest, will sell the Shares throughpublic or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices.The Selling Stockholders may sell any, all or none of the Shares offered by this prospectus, and we do not know when or in whatamount the Selling Stockholders may sell their Shares hereunder following the effective date of this registration statement. We providemore information about how Selling Stockholders may sell their Shares in the section titled “Plan of Distribution” on page 94. We are registering the Shares on behalf of the Selling Stockholders, to be offered and sold by them from time to time. We will notreceive any proceeds from the sale of the Shares by the Selling Stockholders; however we may receive proceeds upon the exercise ofoutstanding warrants for shares of Common Stock covered by this prospectus. We have agreed to bear all of the expenses incurred inconnection with the registration of the Shares. The Selling Stockholders will pay or assume discounts, commissions, fees ofunderwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of the Shares. Our Common Stock is currently listed on the NYSE American LLC (“NYSE American”) under the symbol “CITR.” On April 7, 2026,the last reported sale price of our common stock was $9.19 per share. We are a “smaller reporting company” as defined under the federal securities laws and, as such, we have elected to comply withcertain reduced reporting requirements for this prospectus and may elect to do so in future filings. See “Risk Factors”, and “ProspectusSummary- Implications of Being a Smaller Reporting Company.” We are a “Controlled Company” as defined under the listing rules of NYSE American because, and as long as, Mr. Theodore Ralston,our Chairman of the Board of Directors, holds more than 50% of the Company’s outstanding voting power, he will exercise controlover the management and affairs of the Company and matters requiring stockholder approval, including the election of the Company’sdirectors. For so long as we remain a Controlled Company under that definition, we are permitted to elect, and intend, to rely oncertain exemptions from the corporate governance rules of NYSE American, including: an exemption from the rule that a majority of our board of directors must be independent directors;an exemption from the rule that the compensation of our officers must be determined or recommended to the board ofdirectors by a majority of our independent directors or by a compensation committee that is composed entirely of independentdirectors; andan exemption from the rule that our director nominees must be selected or recommended by a majority of the independentdirectors or by a nominating committee composed solely of independent directors. Investing in our Common Stock involves risks. See “Risk Factors” beginning on page 11. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is April 14,2026. TABLE OF CONTENTS Prospectus SummaryThe OfferingSummary Financial DataCautionary Note Regarding Forward-Looking StatementsRisk FactorsUse of ProceedsManagement’s Discussion and Analysis of Financial Condition and Results of OperationsBusinessDirectors and Executive OfficersExecutive CompensationSecurity Ownership of Certain