<?xml version="1.0" encoding="UTF-8"?><edgarSubmission xmlns="http://www.sec.gov/edgar/schedule13D" xmlns:ns0="http://www.sec.gov/edgar/common">
<schemaVersion>X0202</schemaVersion>
<headerData>
<submissionType>SCHEDULE 13D/A</submissionType>
<filerInfo>
<filer>
<filerCredentials>
<cik>0001514881</cik>
<ccc>XXXXXXXX</ccc>
</filerCredentials>
</filer>
<liveTestFlag>LIVE</liveTestFlag>
</filerInfo>
</headerData>
<formData>
<coverPageHeader>
<amendmentNo>1</amendmentNo>
<securitiesClassTitle>Common Stock, par value $0.0001 per share</securitiesClassTitle>
<dateOfEvent>08/22/2025</dateOfEvent>
<previouslyFiledFlag>false</previouslyFiledFlag>
<issuerInfo>
<issuerCIK>0000894556</issuerCIK>
<issuerCusips>
<issuerCusipNumber>369759204</issuerCusipNumber>
</issuerCusips>
<issuerName>CitroTech Inc.</issuerName>
<address>
<ns0:street1>6400 S. FIDDLERS GREEN CIR</ns0:street1>
<ns0:street2>SUITE 300</ns0:street2>
<ns0:city>GREENWOOD VILLAGE</ns0:city>
<ns0:stateOrCountry>CO</ns0:stateOrCountry>
<ns0:zipCode>80111</ns0:zipCode>
</address>
</issuerInfo>
<authorizedPersons>
<notificationInfo>
<personName>Stephen Conboy</personName>
<personPhoneNum>909-519-5470</personPhoneNum>
<personAddress>
<ns0:street1>2330 Spruce St.</ns0:street1>
<ns0:city>Carlsbad</ns0:city>
<ns0:stateOrCountry>CA</ns0:stateOrCountry>
<ns0:zipCode>92008</ns0:zipCode>
</personAddress>
</notificationInfo>
</authorizedPersons>
</coverPageHeader>
<reportingPersons>
<reportingPersonInfo>
<reportingPersonCIK>0001514881</reportingPersonCIK>
<reportingPersonName>Conboy Stephen</reportingPersonName>
<fundType>PF</fundType>
<legalProceedings>N</legalProceedings>
<citizenshipOrOrganization>X1</citizenshipOrOrganization>
<soleVotingPower>2061669</soleVotingPower>
<sharedVotingPower>0.00</sharedVotingPower>
<soleDispositivePower>2061669</soleDispositivePower>
<sharedDispositivePower>0.00</sharedDispositivePower>
<aggregateAmountOwned>2061669</aggregateAmountOwned>
<isAggregateExcludeShares>N</isAggregateExcludeShares>
<percentOfClass>9.14</percentOfClass>
<typeOfReportingPerson>IN</typeOfReportingPerson>
<commentContent>(1) The figures in Rows 7, 9 and 11 include 1,112 shares of Common Stock issuable upon the exercise of warrants to purchase 1,112 shares of Common Stock.&#13; (2) For Item 13 - In accordance with Exchange Act Rule 13d-3(d)(1), ownership percentage assumes: (i) the exercise of the warrants held by the Reporting Person into Common Shares; and (ii) that no other person has converted or exercised securities into the Common Shares.</commentContent>
</reportingPersonInfo>
</reportingPersons>
<items1To7>
<item1>
<securityTitle>Common Stock, par value $0.0001 per share</securityTitle>
<issuerName>CitroTech Inc.</issuerName>
<issuerPrincipalAddress>
<ns0:street1>6400 S. FIDDLERS GREEN CIR</ns0:street1>
<ns0:street2>SUITE 300</ns0:street2>
<ns0:city>GREENWOOD VILLAGE</ns0:city>
<ns0:stateOrCountry>CO</ns0:stateOrCountry>
<ns0:zipCode>80111</ns0:zipCode>
</issuerPrincipalAddress>
</item1>
<item2>
<filingPersonName>This Schedule 13D is being filed by Stephen Conboy (the "Reporting Person").</filingPersonName>
<principalBusinessAddress>The principal business address for the Reporting Person is 2330 Spruce St., Carlsbad, CA 92008.</principalBusinessAddress>
<principalJob>The principal occupation of the Reporting Person is a Fire Risk Reduction Technologist with a principal place of business located at 2330 Spruce St., Carlsbad, CA 92008.</principalJob>
<hasBeenConvicted>During the last five years, the Reporting Person has not been a 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.</hasBeenConvicted>
<convictionDescription>The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.</convictionDescription>
<citizenship>The Reporting Person is a citizen of the United States of America.</citizenship>
</item2>
<item3>
<fundsSource>Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:&#13; The information in Item 4 of this Amendment No. 1 is hereby incorporated by reference into this Item 3.</fundsSource>
</item3>
<item4>
<transactionPurpose>The information in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:&#13; &#13; On August 22, 2025, the Reporting Person converted 550,000 shares of Series C Convertible Preferred Stock to 1,833,334 shares of Common Stock.&#13; &#13; On September 30, 2025, the Reporting Person entered into a securities purchase agreement (the "Securities Purchase Agreement") with the Issuer, pursuant to which the Reporting Person purchased 667 shares of Series C Convertible Preferred Stock for an aggregate purchase price of $10,005 ($15.00 per Series C Convertible Preferred Share). On April 16, 2026, the Reporting Person converted the 667 Series C Convertible Preferred Shares into 2,224 shares of Common Stock.&#13; &#13; In connection with the execution of the Securities Purchase Agreement, the Reporting Person also executed a common stock purchase warrant agreement (the "Warrant Agreement"), pursuant to which the Issuer issued a warrant to the Reporting Person. The Warrant Agreement entitles the Reporting Person to purchase from the Issuer up to 50% of the number of Common Shares issuable upon full conversion of all the Series C Convertible Preferred Stock purchased by the Reporting Person, subject to the terms and conditions of the Warrant Agreement.&#13; &#13; On July 24, 2026, the Reporting Person gifted 150,000 shares of Common Stock for no consideration.&#13; &#13; On August 4, 2026, the Reporting Person sold 275,001 shares of Common Stock for consideration of $3.00 per common share.</transactionPurpose>
</item4>
<item5>
<percentageOfClassSecurities>The Reporting Person, through his personal holdings, has beneficial ownership of 2,061,669 Common Shares. The percentage of beneficial ownership is approximately 9.14% of the outstanding Common Shares. The percentage was calculated based on 22,554,586 Common Shares outstanding, as provided by the Issuer and the exercise of 1,112 warrants by the Reporting Person.&#13; &#13; Note: In accordance with Exchange Act Rule 13d-3(d)(1), ownership percentage assumes: (i) the exercise of the warrants held by the Reporting Person into Common Shares; and (ii) that no other person has converted or exercised securities into the Common Shares.</percentageOfClassSecurities>
<numberOfShares>The information set forth in rows 7 through 10 of the cover page to this Schedule 13D is incorporated by reference into this Item 5(b).</numberOfShares>
<transactionDesc>Other than as described in this Amendment No. 1, the Reporting Person has not effected any transactions in Common Shares during the past 60 days.</transactionDesc>
<listOfShareholders>Not applicable</listOfShareholders>
<date5PercentOwnership>Not applicable</date5PercentOwnership>
</item5>
<item6>
<contractDescription>Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:&#13;  &#13; The information in Item 4 of this Amendment No. 1 is hereby incorporated by reference into this Item 6.</contractDescription>
</item6>
<item7>
<filedExhibits>Securities Purchase Agreement by and between the Reporting Person and the Issuer, dated September 30, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on October 7, 2025).&#13; &#13; Common Stock Purchase Warrant Agreement by and between the Reporting Person and the Issuer, dated September 30, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Issuer on October 7, 2025).</filedExhibits>
</item7>
</items1To7>
<signatureInfo>
<signaturePerson>
<signatureReportingPerson>Conboy Stephen</signatureReportingPerson>
<signatureDetails>
<signature>/s/ Stephen Conboy</signature>
<title>Individual</title>
<date>08/06/2026</date>
</signatureDetails>
</signaturePerson>
</signatureInfo>
</formData>
</edgarSubmission>
