F-1: One and one Green Technologies Seeks $18M IPO for Recycling Expansion

One and one Green Technologies, a Philippine-based metal recycling company, is launching a best-efforts public offering of up to 2.2 million units to raise approximately $16.39 million for business expansion and working capital.

Summary

• One and one Green Technologies. INC, a Cayman Islands holding company, is offering up to 2,216,749 Units, each consisting of one Class A Ordinary Share (or a Pre-Funded Warrant) and one Warrant to purchase up to 1.5 Class A Ordinary Shares.
• The assumed initial public offering price is $8.12 per Unit, aiming to raise approximately $16.39 million in net proceeds.
• The company operates primarily in the Philippines through Variable Interest Entities (VIEs), Yoda Metal and DL Metal, focusing on recycling, production, and trading of scrap metals and electronic waste.
• For the six months ended June 30, 2025, revenues increased by 50.66% to $28,129,714, and net income grew by 59.51% to $3,826,300, compared to the same period in 2024.
• For the fiscal year ended December 31, 2024, revenues increased by 29.54% to $53,463,785, and net income rose by 16.34% to $6,476,772, compared to 2023.
• The net proceeds from the offering will be allocated as follows: 15% ($2.46M) for machinery and equipment, 5% ($0.82M) for land acquisition, 15% ($2.46M) for a new manufacturing facility, and 65% ($10.65M) for working capital and general corporate purposes.
• The company's Class A ordinary shares are listed on the Nasdaq Capital Market under the symbol YDDL; however, the Warrants and Pre-Funded Warrants will not be listed on any exchange.
• Ms. Caifen Yan, the Chairman and CEO, will retain significant control, holding approximately 91.01% of the total voting power after the offering, classifying the company as a 'controlled company' under Nasdaq rules.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing with a moderately positive sentiment. The company demonstrates strong top-line and bottom-line growth, driven by an environmentally conscious business model in a growing industry. However, significant risks related to its VIE structure, customer/supplier concentration, lack of commercial insurance, and recent negative operating cash flow warrant caution.

Positives

• Strong revenue growth: 50.66% increase for H1 2025 ($28.13M) vs. H1 2024 ($18.67M), and 29.54% increase for FY2024 ($53.46M) vs. FY2023 ($41.27M).
• Significant net income growth: 59.51% increase for H1 2025 ($3.83M) vs. H1 2024 ($2.40M), and 16.34% increase for FY2024 ($6.48M) vs. FY2023 ($5.57M).
• Improved gross margin in H1 2025 to 25.32% from 21.91% in H1 2024, primarily due to lower purchase prices of copper alloy and aluminum alloy.
• Proprietary environmentally friendly technology, including an exhaust gas recirculation system, which enhances efficiency and minimizes contamination, positioning the company well for compliance with global regulations.
• Full government authorization to process hazardous wastes under The Basel Convention and compliance with all Philippine environmental documentary requirements (ECC, Permit to Operate, Discharge Permit, Import and Export Permit).
• Experienced management team with over two decades in the resource recycling industry and a vast network of suppliers and customers.
• Stable customer and supplier bases, with over 60 suppliers and long-term cooperative importer customers primarily in China and Hong Kong.
• Strategic growth plans include extending production capabilities (e.g., precious metal separation from copper products, expected to increase profit margins by 8% to 10%), developing overseas markets, and reducing transportation costs by acquiring a bulk carrier terminal and building a new manufacturing facility, projected to save $5 million annually per 100,000 tons of volume.
• Plans to establish a new facility for lithium battery recycling, capitalizing on the growing electric vehicle market and end-of-life battery opportunities.

Negatives

• Significant decrease in cash and cash equivalents to $122,567 as of June 30, 2025, from $1,847,634 as of December 31, 2024.
• Net cash flow from operating activities turned negative in H1 2025, with a use of $(1,732,472), compared to a provision of $355,244 in H1 2024, mainly due to a large increase in inventories.
• Gross margin decreased in FY2024 to 19.77% from 21.52% in FY2023, mainly due to higher raw material purchase prices.
• High supplier concentration, with a limited number of suppliers accounting for a substantial portion of total purchases (e.g., four suppliers accounted for 45.7%, 12.6%, 10.7%, and 10.5% of total purchases in FY2024).
• High customer concentration, with a small group of customers accounting for most of the revenue (e.g., three customers accounted for 56.4%, 22.2%, and 17.43% of total revenue in FY2024).
• The company does not currently maintain any commercial insurance coverage, exposing it to significant operational and financial risks from accidents, property damage, equipment failures, and legal claims.
• Executive officers have limited experience managing a public company and conducting an initial public offering.
• Reliance on a Variable Interest Entity (VIE) structure in the Philippines, which may be less effective than direct ownership in providing operational control and is subject to legal and regulatory uncertainties in the Philippines.
• The company is a 'controlled company' due to Ms. Caifen Yan's significant voting power, which may limit the influence of other shareholders.
• The company is a foreign private issuer and an emerging growth company, allowing for reduced reporting requirements, which may provide less information to investors compared to U.S. domestic issuers.

Risks

• Limited operating history as an integrated group and as a standalone public company, potentially leading to operational, financial, and administrative difficulties.
• Potential for future losses due to anticipated increases in operating expenses, including public company administrative costs and retail store expansion efforts.
• Historical financial and operating results are not a guarantee of future performance, subject to unpredictable factors like economic conditions, inflation, and interest rates.
• Substantial supplier concentration poses risks if relationships with major suppliers deteriorate or if ample supply of waste metal materials cannot be obtained.
• Dependence on a small group of customers for most revenue, making the company vulnerable to loss of orders or payment delays from these key customers.
• Reliance on customers in China and Hong Kong exposes the company to significant geopolitical, regulatory, and economic risks, including changes in import regulations, customs policies, and trade tensions.
• Operational, regulatory, and reputational risks related to environmental compliance, workplace safety, and handling of waste materials, with potential for fines, delays, or liability.
• Absence of commercial insurance coverage exposes the company to substantial financial liabilities from accidents, workplace injuries, property damage, equipment failures, and legal claims.
• Potential for litigation and regulatory investigations and proceedings, which could result in substantial costs, diversion of management attention, and reputational damage.
• Future strategic acquisitions, investments, and partnerships could pose risks, increase leverage, dilute existing shareholders, and impact profitability.
• Failure by VIEs or their shareholders to perform obligations under contractual arrangements could materially and adversely affect the business, as these arrangements may be less effective than direct ownership.
• Political and social instability in the Philippines, including international conflicts and terrorist activities, could have detrimental effects on the nation's economy and the company's business.
• Inflation in the Philippines could negatively affect profitability and growth by increasing costs for materials, labor, and services, and creating foreign exchange risks.
• Customs restrictions for the importation and exportation of metals could negatively impact sourcing efficiency and cost-effectiveness.
• Difficulty in enforcing U.S. judgments against the company, its directors, executive officers, or affiliates due to their location and assets outside the United States, and the lack of reciprocal enforcement treaties with the Philippines.
• Immediate and substantial dilution in net tangible book value per share for new investors.
• The dual-class share structure concentrates voting control with the Chairman and CEO, whose interests may not align with other shareholders.
• Class A Ordinary Shares may trade under $5.00 per share, classifying them as 'penny stock' and subjecting them to trading restrictions that could negatively affect price and liquidity.
• Uncertainty regarding future dividend payments, as the board has complete discretion and the company relies on distributions from VIEs.
• Risk of delisting from Nasdaq if applicable listing requirements are not met, leading to reduced liquidity and market price.
• Significant expenses and management time will be incurred as a public company, potentially impacting financial performance.
• Failure to maintain an effective system of disclosure controls and internal controls over financial reporting could impair the ability to produce accurate financial statements.
• As an emerging growth company, the company may take advantage of reduced reporting requirements, potentially making financial statements less comparable to other public companies.
• Broad discretion in the use of net proceeds from the offering, which may not be used effectively.
• No public market for the Pre-Funded Warrants, limiting their liquidity.
• Holders of Pre-Funded Warrants have no shareholder rights until exercise.
• Terms of Pre-Funded Warrants may be adjusted, and beneficial ownership limitations may restrict exercise.

Future Outlook

The company plans to geographically expand into Southeast Asia and other international markets, establishing stable raw material sources from Japan and South Korea. It expects to recruit an international business development team to strengthen capabilities across Europe, America, and Asia. Future plans include extending production capabilities by advancing processing techniques to isolate precious metals from copper products, which is expected to increase profit margins by 8% to 10%. The company also intends to construct a new manufacturing facility near a bulk carrier terminal to reduce transportation costs by approximately $5 million annually per 100,000 tons of volume and plans to set up an additional facility within three years specifically for lithium battery recycling.

Management Comments

• Management believes their environmentally friendly technology, including the exhaust gas recirculation system, sets them apart from competitors and positions them well to comply with heightened global regulations.
• Management expects to acquire new customers through international exhibitions of renewable resources to mitigate the risk of customer concentration.
• Management is actively monitoring inflation trends and has implemented strategies such as pricing adjustments, cost-saving measures, and evaluating foreign currency hedging to mitigate its impact.
• Management believes that a solid acquisition and investment strategy may be critical to accelerate growth and strengthen the company's competitive position in the future.
• Management is confident that their advanced technology, products, and license advantages will position them as formidable competitors in various overseas markets, particularly in Asia.

Industry Context

StockSavvy.ai notes that the metal waste recycling industry is experiencing significant growth, driven by rapid urbanization, increasing infrastructure development, and a surge in demand for metals in consumer goods like electronics and automobiles. The global e-waste volume is projected to increase by 32% by 2030, highlighting a substantial and growing market for companies like One and one Green Technologies. The industry also benefits from increasing awareness about sustainability and stringent government regulations aimed at reducing carbon footprints, which favors companies with environmentally friendly processes. The Philippines scrap metal recycling market is projected to grow at a CAGR of 3.9% (2020-2026), indicating a favorable local market. While the global market is fragmented, larger-scale enterprises with advanced processing capabilities and legal certifications, like One and one Green Technologies, are gaining competitive advantages.

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 the business, balance sheet, operating performance, and cash flow.
• The company is not, nor has it ever been, a party to any legal proceedings.

Related Party Transactions

• Huajun Yan, Chief Operating Officer and Director, has provided working capital advances to the company. As of June 30, 2025, the amount owed to Mr. Yan was $982,507 (compared to $980,833 as of December 31, 2024). These advances are non-interest bearing and without maturity.

Stakeholder Impact

• Shareholders: Potential for dilution from the offering, but also opportunity for growth in a sustainable industry. Concentrated voting power with the Chairman and CEO may limit influence for minority shareholders. Lack of commercial insurance poses a risk to investment.
• Employees: Workforce decreased from 106 (Dec 2023) to 91 (June 2025). Provided with fully paid social insurance, including medical care and accident insurance. Growth strategies may create new employment opportunities.
• Customers: Benefit from economical and flexible recycling solutions and environmentally friendly technology. High customer concentration means strong relationships are critical, but loss of a major customer could significantly impact revenue.
• Suppliers: Benefit from long-term contracts. High supplier concentration means strong relationships are critical, but disruptions could impact the company's ability to meet orders.
• Creditors: The company currently has no interest-bearing debt, reducing immediate creditor risk. However, the lack of commercial insurance and reliance on VIE structure could pose risks in adverse scenarios.

Next Steps

• Complete the public offering of Units on Nasdaq Capital Market.
• Acquire additional machinery and equipment for existing business expansion.
• Acquire additional land properties to expand real estate portfolio.
• Construct a new manufacturing facility.
• Develop overseas markets in Southeast Asia, Korea, Japan, Europe, and the USA.
• Recruit an international business development team with diverse language and cultural expertise.
• Acquire a license for importing hazardous waste goods from Japan in fiscal year 2025.
• Commence operations in Japan and Korea by joint venture with local partners next year, focusing on waste metal restoration and detoxification, with a goal of profitability within two years.
• Acquire a bulk carrier terminal and set up a new manufacturing facility near it to reduce transportation costs.

Key Dates

Recommendation

One and one Green Technologies presents a compelling growth story in the expanding metal recycling sector, evidenced by strong revenue and net income increases. Its proprietary green technology and strategic expansion plans are attractive. However, the significant risks associated with its VIE structure, high customer and supplier concentration, the absence of commercial insurance, and the recent negative operating cash flow warrant a cautious approach. While the growth trajectory is positive, a seasoned investor would likely 'hold' to monitor how the company mitigates these substantial risks and effectively deploys the IPO proceeds, especially regarding the cash flow and insurance concerns, before considering further investment.

Keywords

Metal Recycling, E-waste, Philippines, Green Technology, Scrap Metal, IPO, Nasdaq, F-1 Filing, Environmental Compliance, Waste Management, Copper Alloy, Aluminum Scraps, Pre-Funded Warrants, Warrants, VIE Structure, Foreign Private Issuer, Emerging Growth Company, Sustainable Development, Circular Economy