城道通环保科技美股招股说明书(2026-04-17版)

We are offering up to 62,000,000 Class A ordinary shares of CDT Environmental Technology Investment Holdings Limited, aCayman Islands holding company (“we”, “us”, “our” or the “Company”) directly to certain investors. We are offering the Class Aordinary shares at an assumed public offering price of $0.105. The public offering price per share is an assumed price only. The actual number of ClassA ordinary shares sold in the offering andactual public offering price will be determined at the time of pricing and may be at a discount to the current market price of ourClassA ordinary shares or to the assumed price set forth above. Therefore, the assumed public offering price used throughout thisprospectus may not be indicative of the actual public offering price. The assumed public offering price is used so that we can providecertain disclosures, which require a calculation based on the public offering price. The Class A ordinary shares are being sold in this offering to certain investors under one or more subscription agreements betweenthe respective investors and us. Our Class A ordinary shares are listed on the Nasdaq Capital Market under the symbol “CDTG.” On April 16, 2026, the closingtrading price of our Class A ordinary shares, as reported on the Nasdaq Capital Market, was $0.3502 per Class A ordinary share. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of theClass A ordinary shares offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in thisoffering will not receive a refund in the event that we do not sell a number of Class A ordinary shares sufficient to pursue the businessgoals outlined in this prospectus. Because there is no minimum offering amount, investors could be in a position where they haveinvested in our company, but we are unable to fulfill our objectives due to a lack of interest in this offering. We intend to complete oneclosing of this offering. If the closing for all Class A ordinary shares offered hereby has not been completed by the date that is ninety(90) days after the Effective Date, the offering will be terminated, unless such date is extended by us. Any extensions or materialchanges to the terms of the offering will be contained in an amendment to this prospectus. It is important to note that we arenota Chinese operating company but a Cayman Islands holding company with no operations ofits own that uses a structure that involves a variable interest entity, orVIE, based in China. Investors in our ordinary sharesarenotpurchasing equity interest in operating entities in China but instead are purchasing equity interest in a Cayman Islands holdingcompany. Our subsidiaries and theVIEand the VIE’s subsidiaries conduct operations in China. TheVIEis consolidated foraccounting purposes but it is not an entity in which we or our subsidiaries own equity. Investing in our Class A ordinary shares is highly speculative and involves a high degree of risk. We are a Cayman Islandsholding company, not an operating company, with all of our operations conducted by our subsidiaries in the PRC, and thisstructure involves unique risks to investors. These risks are discussed more fully in “Risk Factors” beginning on page 18. We are an “emerging growth company” as defined under the federal securities laws and, as such, will be subject toreduced public company reporting requirements. See “Prospectus Summary—Implications of Being an Emerging GrowthCompany and a Foreign Private Issuer” for additional information. (1)The public offering price is $0.105 per Class A ordinary share.(2)We estimate the total expenses of this offering payable by us will be approximately $210,000. Since this is a best effortsoffering, we may not sell all or any of the Class A ordinary shares offered pursuant to this prospectus. Because there is no minimum offering amount required as a condition to closing this offering, the actual public offering amountand proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts setforth above and throughout this prospectus. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is April 17, 2026. TABLE OF CONTENTS PageProspectus Summary1The Offering17Risk Factors18Special Note Regarding Forward-Looking Statements47Industry and Market Data48Use of Proceeds48Dividend Policy50Capitalization50Dilution51Exchange Rate Information52Corporate History and Structure52Management’s Discussion and Analysis of Financial Condition and Results of Operations57Business74Regulation85Management96Related Party Transactions104Principal Shareholders108Description of Share Capital and Governing Documents109Shares E