F-1: One and one Green Technologies Files for IPO, Outlines Code of Ethics and Business Conduct

One and one Green Technologies, a Cayman Islands-based holding company operating in the Philippines' scrap metal recycling industry, has filed an F-1 registration statement for an initial public offering (IPO) and detailed its Code of Ethics and Business Conduct.

Summary

• One and one Green Technologies, a Cayman Islands-based holding company, has filed an F-1 registration statement for an IPO.
• The company conducts its operations through VIEs (Yoda Metal and DL Metal) in the Philippines, focusing on waste materials and scrap metal recycling.
• The filing includes the company's Code of Ethics and Business Conduct, outlining standards for honest and ethical conduct, conflicts of interest, compliance with laws, protection of company assets, and fair dealing.
• The company plans to list its Class A Shares on the Nasdaq Global Market under the symbol YDDL.
• The offering involves Class A Shares, with an estimated initial public offering price between $ and $.
• The company is authorized to issue 500,000,000 ordinary shares, divided into Class A and Class B shares with different voting rights.
• The company operates through Contractual Arrangements with operating entities in the Philippines, a structure known as a variable interest entity (VIE).
• The company intends to use the proceeds from the IPO to expand its existing business, acquire additional land properties, construct a new manufacturing facility, and for working capital and other general corporate purposes.

Sentiment

Score: 6

Explanation: The document presents a mix of positive and negative aspects. The company highlights its strengths and future plans, but also acknowledges various risks and challenges. The financial results show a decrease in revenue but an increase in gross margin. The sentiment is neutral to slightly positive.

Positives

• The company has established environmentally friendly technology.
• The company is fully permitted by the government to process hazardous wastes under the framework of The Basel Convention.
• The company is one of the few companies in the Philippines with complete licenses required for smelting of E-waste.
• The company has a stable customer and supplier base.
• The company has a regional presence and global footprint.

Risks

• The company does not have a long operating history as an integrated group.
• The company has limited experience operating as a standalone public company.
• The company may incur losses in the future.
• The company does not have any commercial insurance coverage.
• The company may be subject to litigation and regulatory investigations and proceedings.
• The company's future strategic acquisitions, investments and partnerships could pose various risks.
• Any failure by the VIEs or their shareholders to perform their obligations under our Contractual Arrangements with them would have a material and adverse effect on our business.
• The company's executive officers do not have any prior experience conducting an initial public offering and have limited experience with management of a public company.
• Any lack of requisite approvals, licenses or permits applicable to our business, or any non-compliance with relevant laws and regulations, may have a material and adverse effect on our business, financial condition, results of operations and prospects.
• Any adverse material changes to the Philippines market could have a material adverse effect on our business, results of operations and financial condition.
• The company may be affected by disruptions to its production.
• The company may regularly encounter potential conflicts of interest.
• The company may face political and social instability in the Philippines.
• The company may face customs restrictions for the importation and exportation of metals.
• The company's ability to source its products efficiently and cost-effectively could be negatively impacted if new trade restrictions are imposed.
• The company's corporate actions will be substantially controlled by Ms. Caifen Yan, the Chairman of the Board and Director of the Company, through One and one International Limited.
• The company and its Hong Kong subsidiary rely on Contractual Arrangements with the VIEs and the VIEs shareholders to operate their business, which may not be as effective as direct ownership in providing operational control.
• The company relies on dividends and other distributions on equity paid by the VIEs to fund any cash and financing requirements it may have.
• The company is a foreign private issuer within the meaning of the rules under the Exchange Act, and, as such, it is exempt from certain provisions applicable to U.S. domestic public companies.
• An active trading market for the company's Class A Shares may not develop and could affect the trading price of the company's Class A Shares.
• The company's share price may fluctuate significantly in the future and you may lose all or part of your investment, and litigation may be brought against the company.
• Investors in the company's Class A Shares likely will face immediate and substantial dilution in the net tangible book value per share and may experience future dilution.
• The dual class structure of the company's ordinary shares has the effect of concentrating voting control with the company's Chairman and CEO, and their interest may not be aligned with the interests of the company's other shareholders.
• The company's Class A Shares may trade under $5.00 per share and thus would be known as penny stock.
• The company may not be able to pay dividends in the future.
• If the company fails to meet applicable listing requirements, Nasdaq may delist the company's Class A Shares from trading, in which case the liquidity and market price of the company's Class A Shares could decline.
• The company will incur significant expenses and devote other significant resources and management time as a result of being a public company.
• If the company fails to maintain an effective system of disclosure controls and internal controls over financial reporting, its ability to timely produce accurate financial statements or comply with applicable regulations could be impaired.
• The company is an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.
• The company has broad discretion in the use of the net proceeds from this Offering and may not use them effectively.

Future Outlook

The company plans to extend production capabilities, strengthen customer and sales agent partnerships, develop overseas markets, and reduce transportation costs.

Industry Context

The company operates in the metal waste recycling industry, which is influenced by factors such as the generation of electronic waste, the demand for recycled metals, and government regulations promoting recycling and environmental protection.

Comparison to Industry Standards

• The company competes with other players in the Philippines scrap metal recycling market, including Semirecycling Co., INC, Unified Metals Recycling OPC, PDY Metal Recycling Corporation, Pure Alloy Trading Inc., Harbin Dongxin Corps, Global Scrap. LTD, HANKOOK INDUSTRY INC, TREVOR RONALD BRIGHT SCRAPS COMPANY, DEL INT SARL, Integrated Recycling Industries Philippines Inc.
• The company also competes with global players in the metal recycling market, such as European Metal recycling, CMC, GFG Alliance, Norsk Hydro ASA, Kimmel Scrap Iron & Metal Co., Inc., Schnitzer Steel Industries, Inc., Novelis, Tata Steel, ArcelorMittal, Aurubis AG, Kuusakoski Oy, Nucor Corporation, AIM Recyclage, Inc., Sims Limited.

Corporate Governance

Legal Proceedings

• As of the date of this prospectus, neither the Company, its subsidiary, nor the VIEs have been involved in any legal or administrative litigation that may have a material adverse effect on our business, balance sheet, operating performance, and cash flow.

Related Party Transactions

• The company has related party transactions with HuaJun Yan, a Director and Chief Executive Officer, for working capital advances.

Stakeholder Impact

• Shareholders will be subject to the risks associated with investing in a company with a dual-class share structure and a VIE structure.
• Employees will be subject to the company's Code of Ethics and Business Conduct.
• Customers and suppliers may be affected by the company's plans to expand its business and develop overseas markets.

Next Steps

• The company plans to list its Class A Shares on the Nasdaq Global Market under the symbol YDDL.
• The company intends to use the proceeds from the IPO to expand its existing business, acquire additional land properties, construct a new manufacturing facility, and for working capital and other general corporate purposes.
• The company plans to acquire the license for importing hazardous waste goods from Japan in the fiscal year of 2024.
• The company is also planning to include the Europe and United States as its importation sources.
• The company plans to commence its operations in Japan and Korea next year, with the goal of reaching profitability in these markets within two years.

Key Dates

Keywords

IPO, scrap metal recycling, initial public offering, VIE, environmental compliance, Code of Ethics, Nasdaq, Philippines, waste materials, recycling