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SCHEDULE 13D/A Filed 2026-06-01 Event 2026-05-28 SEC 0001193125-26-251900 →

BoltRock Holdings LLC CitroTech Inc. CITR

Stake: 19.20% Shares: 4,528,936 CUSIP: 369759204 Class: Common Stock, par value $0.0001 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: On May 28, 2026, the Issuer and BoltRock Holdings LLC ("BoltRock") entered into a Stock Exchange and Stockholders Agreement (the "Agreement"), pursuant to which BoltRock exchanged 302,526 shares of Series A Preferred Stock for 103,558 shares of Series C Convertible Preferred Stock for no additional consideration (the "Series A Exchange"). The Series A Exchange closed on May 28, 2026. Among other things, the Agreement also provides that: (i) for so long as BoltRock beneficially owns at least 10% of the Issuer's issued and outstanding common stock ("Common Shares"), assuming the conversion of all outstanding derivative securities BoltRock holds into Common Shares, BoltRock has the right, but not the obligation, to appoint or replace, as applicable, one member of the Issuer's board of directors (the "Board") and any committee of the Board (and, if BoltRock has not so appointed a member of the Board, BoltRock instead has the right to appoint a Board observer); (ii) the Issuer may not, without the prior written consent of BoltRock (a) for 12 months following May 28, 2026, hire or terminate any individual to a C-suite level or equivalent executive position or (b) enter into any transaction, agreement or arrangement, or any amendment or termination of or waiver under any transaction, agreement or arrangement between or among the Issuer, TC Special Investments, LLC or any of their respective affiliates or any director, officer or employee thereof, as applicable; (iii) the Issuer must use commercially reasonable efforts to facilitate any sale of equity securities of the Issuer by BoltRock pursuant to Rule 144 under the Securities Act of 1933, as amended, including causing the removal of any restrictive legend or similar restriction on the Issuer securities held by BoltRock or any of its affiliates; (iv) the Issuer must use commercially reasonable efforts to file a registration statement with the SEC registering the resale of certain equity securities of the Issuer held by BoltRock as may be requested by BoltRock; and (v) for 18 months following May 28, 2026, BoltRock may not sell any shares of Series C Convertible Preferred Stock acquired from the Exchange without the Issuer's prior written consent, subject to certain limited exceptions. The above description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is filed as an exhibit hereto and incorporated herein by reference.

Cross-References

Insider Activity (last 365d)
2 transactions
0 buys · 0 sales · 0 awards/exercises
Issuer Cluster
2 13D/G filings on this issuer
1 other filing besides this one
Filer Track Record
1 filings by this filer
0 other filings in the data moat
Short Interest · settle 2026-07-15
DTC 7.53
230,253 shares short · +5.2% vs prior

Post-Filing Returns · since 2026-05-28 on CITR

+1 day
-2.9%
+5 days
+1.9%
+30 days
-19.9%
+60 days
-16.6%
+90 days
+180 days

Anchor price 6.79 on closest trading day on/after 2026-05-28. Source: Yahoo Finance daily adj_close (split + dividend adjusted).

Form 4 Insider Transactions · last 365d

DateInsiderRoleTypeSharesPriceValue
2026-04-16 Warman Nanuk officer C 177,794
2026-04-16 Warman Nanuk officer C 53,339

Other 13D/G Filings on CitroTech Inc.

FiledFormFilerStakeShares
2026-06-03 SCHEDULE 13D/A Ralston Theodore 9.82% 2,202,859 view →

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