UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2024

Commission File Number 001-42007

CDT Environmental Technology Investment Holdings Limited

(Translation of registrant’s name into English)

C1, 4th Floor, Building 1, Financial Base, No. 8 Kefa Road ~~Nanshan District, Shenzhen, China 518057 (Address of principal executive office)~~

Nanshan District, Shenzhen, China 518057

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR

OnCHANGE ~~April~~IN ~~22, 2024, CDT Environmental Technology Investment~~REGISTRANT’S ~~Holdings~~CERTIFYING Limited (the “Company”) completed the initial public offering (“Initial Public Offering”) of 1,500,000 ordinary shares at an initial public offering price of $4.00 per share, before underwriting discounts and commissions, pursuant to an Underwriting Agreement between the Company and WestPark Capital, Inc., as representative of the several underwriters (the “Underwriters”), a copy of which is attached hereto as Exhibit 1.1. The Company also granted the Underwriters a 45-day option to purchase up to an additional 225,000 ordinary shares at the Initial Public Offering price, less underwriting discounts and commissions, and issued a warrant to WestPark Capital, Inc. to purchase up to 150,000 ordinary shares at $4.80 per share, a copy of which is attached hereto as Exhibit 4.1. The Company, WestPark Capital, Inc. and Continental Stock Transfer & Trust Company also entered into an Indemnification Escrow Agreement, a copy of which is attached hereto as Exhibit 10.01.ACCOUNTANT

AEffective ~~copy~~as of ~~the~~April ~~press~~25, ~~release~~2024, CDT ~~announcing~~Environmental ~~the~~Technology ~~pricing of~~Investment Holdings Limited (the ~~Initial~~“Company”) ~~Public~~dismissed ~~Offering~~Wei, isWei ~~attached~~& ~~hereto~~Co., LLP (“Wei, Wei”) as ~~Exhibit~~the 99Company’s independent registered public accounting firm.1 ~~and~~Effective isas ~~incorporated~~of ~~herein~~April by26, ~~reference~~2024, ~~and~~the aCompany ~~copy~~approved the engagement of Enrome LLP, an independent registered public accounting firm, as the ~~press~~Company’s ~~release~~independent registered public accounting firm. ~~announcing~~The ~~the~~decision ~~closing~~to ofchange ~~the~~independent ~~Initial~~registered ~~Public~~public ~~Offering~~accounting isfirms ~~attached~~was ~~hereto~~made asafter ~~Exhibit~~careful ~~99.2~~consideration ~~and~~by isthe ~~incorporated~~Company ~~herein~~and was approved by ~~reference~~the audit committee of the Company’s board of directors on April 25, 2024.

Exhibit No.		Description of Exhibit
1.1		Underwriting Agreement, dated April 17, 2024, by and between the Company and WestPark Capital, Inc.
4.1		Representative’s Warrant, dated April 22, 2024, issued to WestPark Capital, Inc.
10.1		Indemnification Escrow Agreement, dated April 17, 2024, by and among the Company, WestPark Capital, Inc. and Continental Stock Transfer & Trust Company
99.1		Press Release dated April 17, 2024
99.2		Press Release dated April 22, 2024

The report of Wei, Wei on the Company’s consolidated financial statements for the fiscal years ended December 31, 2022 and 2021 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.

Wei, Wei did not audit the Company’s consolidated financial statements for the fiscal year ended December 31, 2023.

During the two most recent fiscal years and the subsequent interim period through April 25, 2024, there have been no (i) disagreements, as defined in Item 16F(a)(1)(iv) of Form 20-F, between the Company and Wei, Wei on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Wei, Wei would have caused them to make reference thereto in their report on the Company’s consolidated financial statements, or (ii) reportable events, as defined in Item 16F(a)(1)(v) of Form 20-F.

During the two most recent fiscal years and the subsequent interim period through April 25, 2024, neither the Company nor anyone on behalf of the Company has consulted with Enrome LLP regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Enrome LLP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a disagreement, pursuant to Item 16F(a)(1)(iv) of Form 20-F, or a reportable event, pursuant to Item 16F(a)(1)(v) of Form 20-F.

The Company provided Wei, Wei with a copy of these disclosures and requested from Wei, Wei a letter addressed to the Securities and Exchange Commission indicating whether it agrees with such disclosures, and, if not, stating the respects in which it does not agree. A copy of Wei, Wei’s letter dated April 26, 2024 is filed herewith as Exhibit 16.1.

Exhibit No.	Description of Exhibit
16.1	Letter of Wei, Wei & Co., LLP, dated April 26, 2024

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 23, 2024
	CDT Environmental Technology Investment
	Holdings Limited
	By:	/s/ Yunwu Li
		Name: Yunwu Li
		Title: Chief Executive Officer and
		Chairman of the Board of Directors

Date: April 26, 2024

	CDT Environmental Technology Investment Holdings Limited

	By:	/s/ Yunwu Li
		Name: Yunwu Li Title: Chief Executive Officer and Chairman of the Board of Directors

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