F-1/A: One and one Green Technologies Amends F-1 for Share Offering

One and one Green Technologies filed an Amendment No. 4 to its F-1 registration statement, updating exhibits and confirming the validity of its Class A Ordinary Shares for an upcoming public offering.

Summary

• Filed Amendment No. 4 to Form F-1 Registration Statement (File No. 333-284375) on September 2, 2025, primarily to file Exhibit 5.1 (Cayman Islands legal opinion) and Exhibit 23.1 (Independent Registered Public Accounting Firm consent).
• The company is registering 2,500,000 Class A Ordinary Shares, with a par value of US$0.0001 each, for a public offering, along with an over-allotment option for 15% of the Public Offering Shares.
• One and one Green Technologies was incorporated on April 17, 2024, and has previously issued 20,000,000 shares for USD$2000 and 32,000,000 shares for USD$3200 to investors on April 17, 2024, and December 25, 2024, respectively, under registration exemptions.
• The company is classified as an emerging growth company.
• The registration statement includes an undertaking to delay its effective date until a further amendment is filed or the U.S. Securities and Exchange Commission determines the effective date.

Sentiment

Score: 6

Explanation: The filing is a standard procedural amendment for an F-1 registration, confirming legal validity and auditor consent for an upcoming public offering. While the SEC's stance on indemnification is a minor negative, the overall sentiment is neutral to slightly positive as it progresses towards a capital raise.

Positives

• Cayman Islands counsel confirmed the company is duly incorporated, validly existing, and in good standing with the Registrar of Companies under Cayman Islands law.
• The issue and allotment of the 2,500,000 Class A Ordinary Shares for the offering have been duly authorized and will be legally issued, fully paid, and non-assessable upon payment.
• HTL International, LLC, the independent registered public accounting firm, provided consent for the inclusion of their audit report for the consolidated financial statements for the years ended December 31, 2024 and 2023.

Negatives

• The U.S. SEC considers indemnification for liabilities arising under the Securities Act of 1933 to be against public policy and therefore unenforceable, despite provisions in the company's articles and underwriting agreement.

Risks

• The SEC's opinion that indemnification for Securities Act liabilities is against public policy and unenforceable could expose the company's directors and officers to greater personal liability.
• The company has undertaken to delay the effective date of the registration statement, indicating potential uncertainty in the timing of the public offering.

Future Outlook

The proposed sale to the public is expected to commence as soon as practicable after the Registration Statement becomes effective. The company has undertaken to file post-effective amendments to include any required prospectus updates, reflect fundamental changes, and provide material information regarding the plan of distribution.

Management Comments

• Management believes that the offers, sales, and issuances of previously described unregistered securities were exempt from registration under Section 4(a)(2), Regulation S, or Rule 701 of the Securities Act, as transactions were with sophisticated investors or senior management, not made to U.S. persons, or were part of compensatory benefit plans.

Industry Context

As an emerging growth company in the green technologies sector, One and one Green Technologies is navigating the complex process of a U.S. public offering. The filing of legal opinions and auditor consents is a standard, yet critical, step in demonstrating compliance and transparency to potential investors, aligning with broader industry trends towards increased scrutiny of environmental and governance factors in public markets.

Corporate Governance

Related Party Transactions

• On April 17, 2024, shares were issued to Osiris International Cayman Limited, which was then transferred to One and one International Limited, entities that may be considered related parties given the context of initial share issuance during incorporation.

Stakeholder Impact

• **Shareholders**: Existing shareholders will experience dilution from the public offering of 2,500,000 Class A Ordinary Shares. New investors will gain exposure to the company's green technologies business.
• **Directors and Officers**: Face potential increased personal liability due to the SEC's stance on the unenforceability of indemnification for Securities Act liabilities.
• **Underwriters**: Will facilitate the public offering and benefit from associated fees and the over-allotment option.

Next Steps

• Proceed with the proposed sale to the public as soon as practicable after the Registration Statement becomes effective.
• File further amendments to specifically state the registration statement shall become effective or await SEC determination of effectiveness.
• File post-effective amendments to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.
• Reflect in the prospectus any fundamental changes in information after the effective date.
• Include any material information with respect to the plan of distribution not previously disclosed.
• Provide certificates to underwriters at closing for prompt delivery to purchasers.
• Remove unsold securities from registration by means of a post-effective amendment at the termination of the offering.
• File a post-effective amendment to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed or continuous offering.

Key Dates

Keywords

One and one Green Technologies, F-1/A, SEC filing, Registration Statement, Class A Ordinary Shares, Public Offering, Cayman Islands law, Indemnification, HTL International, Capital Raise, Green Technologies, Emerging Growth Company