As filed with the U.S. Securities and Exchange Commission on March 3, 2026. Registration Statement No. 333-[•] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CDT Environmental Technology Investment Holdings Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) (State or other jurisdiction of incorporation or organization) (Primary Standard Industri ...

Group 1 - The stock price of Chengdao Environmental Technology (CDTG.OQ) experienced significant volatility, with a cumulative decline of 17.85% over the period from February 5 to February 11, 2026, and a fluctuation range of 13.03% [1] - The stock price drop is primarily attributed to insufficient market liquidity, with daily trading volumes consistently below $10,000, and the company's small market capitalization of approximately $0.04 billion influencing trading dynamics [1] - As of February 12, 2026, the stock closed at $0.29, reflecting a single-day decrease of 7.10%, with a trading volume of $12,493 and a turnover rate of 0.35% [1] Group 2 - The company's fundamental indicators show a trailing twelve months (TTM) price-to-earnings ratio of -2.40 and a price-to-book ratio of 0.09, indicating weak profitability [1] - During the same period, major U.S. stock indices experienced declines, with the Dow Jones down 1.34%, the Nasdaq down 2.03%, and the waste management sector overall declining by 2.79%, which negatively impacted individual stocks [1]

Group 1 - The stock price of Chengdao Environmental Technology (CDTG.OQ) experienced significant volatility, with a cumulative decline of 17.85% over the past week from February 5 to February 11, 2026, and a fluctuation range of 13.03% [1][2] - The stock price movement was primarily influenced by insufficient market liquidity, with daily trading volumes consistently below $10,000, and the company's small market capitalization of approximately $0.04 billion [1][2] - As of February 12, 2026, the stock closed at $0.29, reflecting a single-day drop of 7.10%, with a trading volume of $12,493 and a turnover rate of 0.35% [1][2] Group 2 - Fundamental indicators show that the company's price-to-earnings ratio (TTM) is -2.40, and the price-to-book ratio is 0.09, indicating weak profitability [1][2] - During the same period, major U.S. stock indices experienced declines, with the Dow Jones down 1.34%, the Nasdaq down 2.03%, and the waste management sector overall declining by 2.79%, which negatively impacted individual stocks [1][2]

Core Viewpoint - The stock price of Chengdao Environmental Technology (CDTG.OQ) has experienced significant volatility, with a cumulative decline of 17.85% over the past week, primarily due to insufficient market liquidity and small market capitalization [1] Stock Performance Summary - On February 5, the stock price fell by 16.71%, closing at $0.29 with a trading volume of 26,286 shares and a turnover rate of 0.21% [2] - On February 6, the stock rebounded by 5.44%, closing at $0.31 with a trading volume of 9,868 shares [2] - On February 9, the stock price decreased by 3.23%, closing at $0.30 with a trading volume of 14,696 shares [3] - On February 10, the stock increased by 3.67%, closing at $0.31 with a trading volume of 3,256 shares [3] - On February 11, the stock price dropped by 6.75%, closing at $0.29 with a trading volume of 3,372 shares and a turnover rate of only 0.03% [4] Financial Metrics - As of February 11, the company's price-to-earnings ratio (TTM) stands at -2.42, and the price-to-book ratio is 0.09, indicating weak fundamentals [1]

Group 1 - CDT Environmental (CDTG) Technology Investment Holdings entered into share subscription agreements with six investors for a total of 2,000,000 class A ordinary shares at a subscription price of $0.50 per share [1] - The agreements are based on similar terms, with some variations in the number of shares and a delay in completion for three of the subscribers [1] - Three of the six subscribers have completed their subscriptions for a total of 1,200,000 shares, with the remaining subscriptions expected to be completed in January or February 2026 [1] Group 2 - The Subscription Shares will be issued in transactions not registered under the U.S. Securities Act, limiting resale options unless exemptions apply [1] - Each subscriber has agreed to a six-month lock-up period during which they cannot resell the Subscription Shares or any securities beneficially owned [1]

Core Viewpoint - CDT Environmental Technology Investment Holdings Limited has entered into share subscription agreements with six investors to raise capital through the issuance of 2,000,000 class A ordinary shares at a price of US$0.50 per share, with some subscriptions expected to be completed in early 2026 [1][3]. Group 1: Share Subscription Details - The total subscription amount for the 2,000,000 shares is US$1,000,000, with each Subscriber agreeing to a six-month resale restriction after the transaction completion [1][2]. - As of the announcement date, three of the six Subscribers have completed their subscriptions, totaling 1,200,000 shares, while the remaining subscriptions are anticipated to finalize in January or February 2026 [3]. Group 2: Company Overview - CDT is a leading provider in China's waste treatment sector, focusing on designing, developing, and maintaining sewage treatment systems, and is committed to sustainable development through innovative solutions [5][6]. - The company has established itself as a recognized brand in China, having completed over 150 plants nationwide, and aims to advance next-generation technologies to address environmental challenges [6].

Group 1 - The core point of the article highlights the significant decline in the stock prices of several Chinese concept stocks, with notable drops in their closing prices [1] Group 2 - Haoxin Holdings (HXHX) experienced a drop of 32.56%, closing at 0.870, with a trading volume of 6.167 million [1] - Meihua Chuangfu (MGRT) fell by 27.97%, closing at 8.960, with a trading volume of 2.0029 million [1] - Elong Power (ELPW) saw a decrease of 23.15%, closing at 0.1368, with a trading volume of 261.5 thousand [1] - SOS Ltd (SOS) declined by 17.80%, closing at 1.570, with a trading volume of 162.2 thousand [1] - Chengdao Environmental Technology (CDTG) dropped by 16.79%, closing at 0.3500, with a trading volume of 26.6 thousand [1]

Core Viewpoint - CDT Environmental Technology Investment Holdings Limited reported a significant decline in revenue and a net loss for the first half of 2025, primarily due to reduced project activity linked to the economic slowdown in China and a strategic shift towards new initiatives in green hydrogen and organic waste-to-energy [1][3][10]. Financial Performance - Revenues decreased by approximately $5.4 million, or 42.3%, to approximately $7.3 million for the six months ended June 30, 2025, compared to approximately $12.7 million for the same period in 2024 [3][21]. - Gross profit decreased by approximately $1.6 million, or 35.1%, to approximately $2.9 million for the same period, with a gross profit margin increase from 35.5% to 39.9% [4][21]. - The company reported a net loss of approximately $1.3 million, or $0.11 per share, for the six months ended June 30, 2025, compared to a net income of $1.4 million, or $0.14 per share, for the same period in 2024 [7][21]. Project and Strategic Developments - As of June 30, 2025, the company had three projects in backlog with a combined tentative contract value of approximately $19.6 million [8]. - The company is strategically shifting towards green hydrogen initiatives, aiming to capitalize on the growing demand for organic waste treatment and the hydrogen energy market [9][14]. - The company appointed a senior expert as Chief Scientist for its new energy initiative, establishing a technical collaboration with the Guangzhou Institute of Energy Conversion [14]. Operational Challenges and Responses - The decline in revenue was attributed to reduced external demand for traditional environmental engineering services, a strategic shift to scale back on legacy projects, and a decrease in the number and timing of project revenue recognitions [3][4]. - The CEO noted that despite economic headwinds, the company achieved a gross profit margin expansion through restructuring initiatives and cost-saving measures [10]. - The company is taking proactive steps to leverage its operational capabilities through technological innovation and partnerships, particularly in the hydrogen economy [11].

Core Viewpoint - CDT Environmental Technology Investment Holdings Limited held its annual general meeting (AGM) on November 26, 2025, where all resolutions were passed by shareholders, including a significant share consolidation plan [1][2]. Shareholder Resolutions - The AGM approved a consolidation of every twenty-five (25) existing Class A ordinary shares of US$0.0025 par value into one (1) Class A ordinary share of US$0.0625 par value [2]. - Similarly, every twenty-five (25) existing Class B ordinary shares of US$0.0025 par value will be consolidated into one (1) Class B ordinary share of US$0.0625 par value [2]. - The authorized share capital will be adjusted to US$250,000, divided into 3,760,000 Class A ordinary shares and 240,000 Class B ordinary shares [2]. - Fractional entitlements resulting from the share consolidation will not be issued but rounded up to the next whole number [2]. - The Board is authorized to determine the effective date of the share consolidation and make necessary changes to the authorized share capital [2]. Board Appointments - Mr. Ling Kai was appointed as an executive director of the Company with immediate effect [3]. - Mr. Chen Xi was appointed as an independent director of the Company with immediate effect [3]. Voting Results - The independent inspector of election certified that 6,166,191 shares were voted, representing approximately 50.03% of CDT's outstanding shares as of the record date [4]. - The share consolidation will only take place if the Board determines it is in the best interest of the Company, with the discretion to effect the consolidation expiring on the first anniversary of the AGM [5]. Company Overview - CDT is a leading provider of waste treatment systems and services in China, focusing on sustainable development through innovative solutions [6]. - The Company designs, develops, manufactures, sells, installs, operates, and maintains sewage treatment systems, having completed over 150 plants across China [7]. - CDT aims to help customers achieve critical infrastructure objectives while promoting positive changes in environmental protection technology [7].

Core Viewpoint - CDT Environmental Technology Investment Holdings Limited held its annual general meeting (AGM) on November 26, 2025, where all resolutions were passed by shareholders, indicating strong support for the company's strategic decisions and governance [1][4]. Group 1: AGM Resolutions - The AGM resulted in the approval of several key resolutions, including the adoption of a third amended and restated memorandum and articles of association, which will take effect following a share consolidation [2]. - Mr. Ling Kai was appointed as an executive director, and Mr. Chen Xi was appointed as an independent director, both effective immediately [3]. Group 2: Share Consolidation Details - The proposed share consolidation involves consolidating every twenty-five existing Class A and Class B ordinary shares into one consolidated share, which will adjust the nominal value accordingly [5]. - The authorized share capital post-consolidation will be US$250,000, divided into 3,760,000 Class A ordinary shares and 240,000 Class B ordinary shares [5]. - The share consolidation will only occur if the Board determines it is in the best interest of the company, with a deadline for this decision set for one year after the AGM [6]. Group 3: Company Overview - CDT is a leading provider in China's waste treatment sector, focusing on designing, developing, and maintaining sewage treatment systems, with a commitment to sustainable development [7]. - The company has completed over 150 plants across China, showcasing its capability to deliver comprehensive waste treatment solutions [8].