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 ...

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 Holding Co., Ltd. is entering the green hydrogen sector as part of a strategic growth initiative aimed at addressing the demand for organic waste treatment and clean energy solutions [1][2]. Strategic Growth Initiative and Background - The initiative targets the significant resource utilization of urban and rural organic waste in China, with over 3.9 billion tons of crop straw and livestock manure generated annually [2]. - Municipal sludge production is projected to exceed 100 million tons in 2025, while the hydrogen energy industry reached several hundred billion RMB (over USD 40 billion) in 2024 [2]. Technology Collaboration and R&D Foundation - The company has appointed a Chief Scientist from the Guangzhou Institute of Energy Conversion to enhance its technical capabilities [3]. - High-temperature gasification technology is employed to convert organic waste into syngas, primarily hydrogen and carbon monoxide, at temperatures of 700-900°C [3]. Standards and Technical Optimization - A subsidiary participated in drafting the "Technical Requirements for Waste-to-Hydrogen Based on High-Temperature Pyrolysis and Gasification," which was published in January 2025 [4]. Business Model and Revenue Diversification - The company plans to implement an "EPC engineering + long-term operation" business model, focusing on syngas resource utilization to create diversified revenue sources [5]. - Waste treatment service fees will be collected from waste generators, transforming traditional environmental expenditure into a composite revenue structure of treatment fees and energy product sales [5]. Hydrogen Production and Utilization Pathways - Syngas can be purified to produce high-purity hydrogen for industrial or fuel cell applications [6]. - It can also be combusted to supply clean industrial steam, and residual syngas can be used for grid-connected power generation [6]. Flexibility and Project Evaluation - The company's technical solution allows for multiple commercialization pathways for syngas, optimizing project configurations based on regional market conditions and customer needs [7].

Core Viewpoint - CDT Environmental Technology Investment Holdings Limited reported a revenue of $29.8 million and a net income of $1.4 million for the fiscal year ended December 31, 2024, reflecting a decrease due to reduced project activity amid a slowdown in the PRC economy [1][6][8]. Financial Performance - Total revenues decreased by approximately $4.4 million, or 13.0%, to approximately $29.8 million for the year ended December 31, 2024, compared to approximately $34.2 million for the same period in 2023 [6]. - Gross profit decreased by approximately $0.1 million, or 1.2%, to approximately $11.2 million for the year ended December 31, 2024, from approximately $11.4 million for the year ended December 31, 2023 [6]. - The overall gross profit margin improved to 37.4% in 2024 from 33.0% in 2023, attributed to enhanced operational efficiency [6]. - Total operating expenses increased by approximately $6.5 million, or 233.5%, to approximately $9.2 million for the year ended December 31, 2024, primarily due to increased stock-based compensation and provisions for credit losses [6]. - Net income decreased by approximately $5.6 million, or 80.0%, to $1.4 million for the year ended December 31, 2024, from approximately $7.0 million for the same period in 2023 [6]. Project Backlog and Future Opportunities - As of March 31, 2025, the company had two projects in backlog, the Xinjiang Project and Sichuan Anya Project, with a total tentative contracted amount of approximately $15.4 million [4]. - The company is in the process of acquiring three additional projects for its sewage treatment systems, expected to be signed and commenced by the third quarter of 2025 [5]. - CDT is actively pursuing new energy opportunities to diversify revenue streams and support sustainability goals, focusing on waste-to-energy initiatives [7]. Management Commentary - The CEO of CDT highlighted the economic challenges in China and project delays, which contributed to the revenue decline, but noted a significant margin expansion due to cost-saving efforts [8]. - The company is committed to identifying innovative opportunities to create new revenue streams while enhancing its core business [8]. - CDT's management expressed confidence in navigating economic cycles and positioning the company for future growth opportunities [9].