20-F: One & One Green Tech Reports Strong Revenue Growth

One and One Green Technologies Inc. announced its annual report for the fiscal year ended December 31, 2025, showcasing a significant increase in revenue and gross profit.

Summary

• One and One Green Technologies Inc. reported its annual results for the fiscal year ended December 31, 2025.
• The company's revenue increased by 23.12% to $65,822,739 in FY2025 from $53,463,785 in FY2024.
• Gross profit rose by 49.10% to $15,760,798 in FY2025, with a gross margin of 23.94%, up from 19.77% in FY2024.
• Net income for FY2025 was $11,811,614, a substantial increase from $6,476,772 in FY2024.
• Operating expenses increased by 57.10% to $3,902,410 in FY2025, primarily due to listing-related expenses and increased staff salaries for senior executives.
• The company experienced a significant increase in cash used in operating activities in FY2025 to $(9,732,429) from $2,009,738 provided in FY2024, attributed to changes in net working capital.
• The company completed its Initial Public Offering (IPO) on October 10, 2025, raising $11.5 million in gross proceeds.
• A follow-on offering in April 2026 raised approximately $13 million in gross proceeds.
• The company operates in the waste materials and scrap metal recycling industry in the Philippines.
• The company has identified material weaknesses in its internal control over financial reporting, including a lack of key monitoring mechanisms and insufficient U.S. GAAP expertise in the accounting department.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing positively due to strong revenue and profit growth, successful capital raises, and a clear strategy for future expansion, despite some identified risks and internal control weaknesses.

Positives

• Revenue increased by 23.12% to $65,822,739 in FY2025.
• Gross profit increased by 49.10% to $15,760,798 in FY2025.
• Gross margin improved to 23.94% in FY2025 from 19.77% in FY2024.
• Net income more than doubled to $11,811,614 in FY2025 from $6,476,772 in FY2024.
• Successful completion of an Initial Public Offering (IPO) in October 2025, raising $11.5 million.
• Successful completion of a follow-on offering in April 2026, raising $13 million.
• The company has a strong focus on environmentally friendly technology and compliance with environmental regulations.
• The company has a diversified product mix with copper alloy ingots and aluminum scraps forming the majority of revenue.

Negatives

• Operating expenses increased significantly by 57.10% in FY2025, largely due to IPO-related expenses and increased executive salaries.
• Cash used in operating activities turned negative in FY2025, amounting to $(9,732,429), a significant shift from positive cash flow in FY2024.
• The company has identified material weaknesses in its internal control over financial reporting, which could impact the reliability of financial statements.
• The company does not have any commercial insurance coverage, exposing it to significant operational and financial risks.
• There is a substantial supplier concentration, with four major suppliers accounting for approximately 38.9%, 13.3%, 12.3%, and 10.6% of total purchases in FY2025.
• There is a significant customer concentration, with three major customers accounting for approximately 26.8%, 48.8%, and 24.4% of total revenue in FY2025.
• The company's operations are heavily reliant on the Philippines market, exposing it to political and social instability, and potential economic downturns.
• The company's corporate structure relies on Contractual Arrangements with VIEs, which may be less effective than direct ownership and carry legal risks.

Risks

• The company's reliance on a limited number of suppliers and customers creates significant business risk.
• Geopolitical, regulatory, and economic risks associated with customers located in China and Hong Kong could adversely affect operations.
• The company faces operational, regulatory, and reputational risks related to environmental compliance, workplace safety, and waste material handling.
• The lack of commercial insurance coverage exposes the company to substantial financial liabilities and operational disruptions.
• The company may be subject to litigation and regulatory investigations, with uncertain outcomes.
• Future strategic acquisitions, investments, and partnerships carry inherent risks, including increased leverage and integration challenges.
• Any failure by the VIEs or their shareholders to perform their obligations under contractual arrangements could have a material adverse effect on the business.
• Lack of requisite approvals, licenses, or permits, or non-compliance with relevant laws and regulations, could materially and adversely affect the business.
• Adverse material changes in the Philippines market, such as economic recession or pandemics, could negatively impact the business.
• Disruptions to production due to adverse weather conditions in the Philippines could affect operations.
• Potential conflicts of interest could arise, and failure to address them could adversely affect the business.
• Political and social instability in the Philippines, including disputes in the West Philippine Sea, could negatively impact business operations.
• Inflation in the Philippines could negatively affect profitability and growth.
• Customs restrictions for the importation and exportation of metals could impact sourcing efficiency.
• The company's corporate actions are substantially controlled by Ms. Caifen Yan, potentially limiting minority shareholder influence.
• The company is a foreign private issuer and may afford less protection to shareholders than U.S. domestic companies.
• The company may lose its foreign private issuer status, leading to increased costs and compliance burdens.
• The company's share price may fluctuate significantly, and investors may lose their investment.
• The dual-class share structure concentrates voting power, potentially misaligning interests with other shareholders.
• The company's Class A Ordinary Shares may trade as penny stock, subject to restrictions that could affect liquidity and price.
• The company may not be able to pay dividends in the future.
• Failure to meet Nasdaq listing requirements could lead to delisting, impacting liquidity and market price.
• The company has incurred significant expenses as a public company, impacting financial performance.
• Material weaknesses in internal controls over financial reporting could impair the ability to produce accurate financial statements.
• The company may be a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, leading to adverse tax consequences for U.S. holders.

Future Outlook

The company plans to expand its operations geographically into Southeast Asia and establish stable sources of raw materials from Japan and South Korea. It also intends to recruit an international business development team to strengthen its capabilities in Europe, America, and Asia. The company expects to set up an additional facility within three years specifically for lithium battery recycling, capitalizing on the growing EV market.

Management Comments

• We believe that our proprietary technologies and research and development capabilities help us develop products to satisfy our customers and we can retain and develop business with existing customers and to attract new customers.
• We intend to pursue strategic acquisitions and investments in selective technologies and businesses in the metal recycle industry that will enhance our technology capabilities.
• We believe that a solid acquisition and investment strategy may be critical for us to accelerate our growth and strengthen our competitive position in the future.
• We are committed to renovating our existing waste treatment technology in the industry in a cost-effective way for our customers.

Industry Context

StockSavvy.ai notes that the metal recycling industry in the Philippines is highly competitive. The company's focus on environmentally friendly technology and compliance with regulations positions it to benefit from increasing global demand for recycled materials and stricter environmental standards. The planned expansion into lithium battery recycling aligns with the growing electric vehicle market and the end-of-life management of EV batteries.

Corporate Governance

Legal Proceedings

• As of the date of this annual report, 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 its business, balance sheet, operating performance, and cash flow.
• The company is not currently, nor has it ever been, party to any legal proceedings.

Related Party Transactions

• Amounts due to related parties primarily represent funds advanced to or from Mr. Huajun Yan for working capital purposes and accrued compensation to key management personnel.
• As of December 31, 2025, the balance due to Mr. Huajun Yan was $285,193, and $300,000 was due to Ms. Caifen Yan for accrued compensation.

Stakeholder Impact

• Shareholders may benefit from the company's strong financial performance and growth strategy, but face risks related to customer/supplier concentration and internal control weaknesses.
• Employees are provided with social insurance and are subject to a code of conduct and ethics.
• Suppliers may face risks due to customer concentration, while the company's reliance on a few key suppliers could impact its operations if relationships are disrupted.
• Creditors are not directly impacted by the company's lack of commercial insurance, as their claims are against the VIEs' assets.

Next Steps

• Expand into Southeast Asia and other international markets.
• Establish stable sources of raw materials from Japan and South Korea.
• Recruit an international business development team.
• Set up an additional facility within three years for lithium battery recycling.
• Address material weaknesses in internal control over financial reporting.

Key Dates

Recommendation

The company shows strong revenue and profit growth, and has successfully accessed capital markets. However, significant risks related to customer/supplier concentration, operational reliance on the Philippines, and material weaknesses in internal controls warrant a cautious 'hold' rating until these issues are adequately addressed.

Keywords

One and One Green Technologies, Form 20-F, Annual Report, Metal Recycling, Scrap Metal, Copper Ingot, Aluminum Scraps, Philippines, IPO, Financial Results, Corporate Governance, VIE Structure, Environmental Compliance