Form SCHEDULE 13D/A CitroTech Inc. Filed by: BoltRock Holdings LLC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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CitroTech Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
BoltRock Holdings LLC 712 5th Avenue, 22nd Floor, New York, NY, 10019 (212) 735-2691 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/28/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
BoltRock Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
4,183,743.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
20.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Craig A. Huff | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
4,183,743.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
20.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
CitroTech Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
6400 S. Fiddlers Green Cir., Suite 300, Greenwood Village,
COLORADO
, 80111. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission ("SEC") on March 24, 2025 (as subsequently amended, the "Schedule 13D"). Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | This Amendment No. 2 is being filed by BoltRock Holdings LLC ("BoltRock") and Craig A. Huff (collectively, the "Reporting Persons") with respect to the common stock, par value $0.0001 per share (the "Common Shares") of CitroTech Inc. (the "Issuer"). | |
| (b) | The principal business address of the Reporting Persons is 712 5th Avenue, 22nd Floor, New York, NY 10019. | |
| (c) | The principal business of BoltRock is in the investment of securities. The principal occupation of Mr. Huff is day-to-day management and oversight of BoltRock. | |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, none of the Reporting Persons has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | See Row 6 of each of the cover pages. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:
On April 7, 2026, in connection with the extension of the maturity date of the Convertible Note held by BoltRock, the Issuer issued to BoltRock a warrant to purchase 46,250 Common Shares at an exercise price of $3.00 per share. The warrant has a five-year term commencing on its date of issuance.
On April 28, 2026, the Issuer issued to BoltRock 940,799 Common Shares upon the conversion of the Convertible Note for the outstanding principal amount of $2,222,000 plus accrued and unpaid interest, at the conversion rate of $2.4 per share. | ||
| Item 4. | Purpose of Transaction | |
The information in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
The information in Item 3 of this Amendment No. 2 is hereby incorporated by reference into this Item 4.
On October 21, 2025, pursuant to the terms of the securities purchase and stockholders agreement with TC Special Investments, LLC, BoltRock appointed Mr. Huff as a member of the Issuer's board of directors. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information in Item 5 of the Schedule 13D is hereby amended and restated as follows:
The Reporting Persons have beneficial ownership of 4,183,743 Common Shares, which consists of (i) 3,357,467 Common Shares, (ii) 318,914 Common Shares issuable upon the conversion of 95,674 Series C Shares and (iii) 507,362 Common Shares issuable upon the exercise of certain warrants held by BoltRock. The percentage of beneficial ownership is approximately 20.0% of the outstanding Common Shares. The percentage was calculated based on (i) 19,150,234 Common Shares outstanding as disclosed in the Issuer's Preliminary Information Statement on Schedule 14C filed on April 15, 2026, (ii) 318,914 Common Shares issuable upon the conversion of 95,674 Series C Shares held by BoltRock, (iii) 507,362 Common Shares issuable upon the exercise of certain warrants held by BoltRock and (iv) 940,799 Common Shares issued to BoltRock for the conversion of the Convertible Note on April 28, 2026. | |
| (b) | The information set forth in rows 7 through 10 of the cover pages to this Amendment No. 2 is incorporated by reference into this Item 5(b). | |
| (c) | Other than as described in this Amendment No. 2, the Reporting Persons have not effected any transactions in Common Shares during the past 60 days. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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