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
Amendment No. 1
to
FORM
S-1/A
REGISTRATION STATEMENT
UNDER THE SECURITIES
ACT OF 1933
CitroTech Inc.
(Exact name of registrant as specified in its charter)
Wyoming
2800
87-2765150
(State or jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification No.)
6400 S. Fiddlers Green
Cir., Suite 300
Greenwood Village,Colorado80111
(800)401-4535
(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
☐
Non-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.
# Management contracts or compensatory plans, contracts or arrangements.
†Certain portions of this exhibit have been redacted pursuant to Regulation S-K Item 601(b)(10)(iv). The registrant hereby agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.
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)