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1、F-1/A 1 ea0208103-07.htmAs filed with the U.S.Securities and Exchange Commission on June 6,2025.Registration No.333-284375UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_AMENDMENT NO.1TOFORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_One and one Green Technologies.I

2、NC(Exact Name of Registrant as Specified in its Charter)Not Applicable(Translation of Registrants Name into English)_Cayman Islands 5093 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)1s

3、t DilimanSan Rafael Bulacan,Philippines,3008+63919-0785532(Address,includingzipcode,andtelephonenumber,includingareacode,ofregistrantsprincipale_c/o Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168+1 800-221-0102(Name,address,including zip code,and telephone number,including area

4、code,ofagent for service)_Copies of all communications,including communications sent to agent for service,should be sent to:William Rosenstadt,Esq.Mengyi“Jason”Ye,Esq.Yarona Yieh,Esq.Ortoli Rosenstadt LLP366 Madison Avenue,3rd FloorNewYork,NY10017Telephone:212-588-0022 Ying Li,Esq.Guillaume de Sampi

5、gny,Esq.Hunter Taubman Fischer&Li LLC950 Third Avenue,19th FloorNew York,NY 10022Telephone:212-530-2206_Approximate date of commencement of proposed sale to the public:As soon as practicable after thisRegistration Statement becomes effective.If any of the securities being registered on this Form are

6、 to be offered on a delayed or continuous basispursuant to Rule415 under the Securities Actof1933,check the following box:If this Form is filed to register additional securities for an offering pursuant to Rule462(b)under theSecurities Act,check the following box and list the Securities Act registra

7、tion statement number of the earliereffective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(c)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registr

8、ationstatement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(d)under the Securities Act,check thefollowing box and list the Securities Act registration number of the earlier effective registration statementfor the same offering.Indicate by check mark whet

9、her the registrant is an emerging growth company as defined in Rule 405 of theSecurities Act of 1933.Emerging growth company.If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate bycheck mark if the registrant has elected not to use the extended tr

10、ansition period for complying with any new orrevised financial accounting standards provided pursuant to Section7(a)(2)(B)of the Securities Act._The term“new or revised financial accounting standard”refers to any update issued by the FinancialAccounting Standards Board to its Accounting Standards Co

11、dification after April5,2012.The Registrant hereby amends this registration statement on such date or dates as may be necessary to delayits effective date until the registrant shall file a further amendment which specifically states that thisregistration statement shall thereafter become effective i

12、n accordance with Section8(a)of the SecuritiesActof1933,as amended,or until the registration statement shall become effective on such date as theU.S.Securities and Exchange Commission,acting pursuant to said Section8(a),may determine.2025/6/10 09:19sec.gov/Archives/edgar/data/2034723/000121390025052

13、277/ea0208103-07.htmhttps:/www.sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htm1/140Table of ContentsThe information in this preliminary prospectus is not complete and may bechanged.These securities may not be sold until the registration statementfiled with the U.S.Securities

14、and Exchange Commission is effective.Thispreliminary prospectus is not an offer to sell these securities nor does itseek an offer to buy these securities in any jurisdiction where the offeror sale is not permitted.PRELIMINARY PROSPECTUS Subject toCompletion,DatedJune6,2025One and one Green Technolog

15、ies.INC2,500,000 Class A Ordinary SharesThis is the initial public offering(the“Offering”)of the Class A ordinaryshares,par value$0.0001 per share(the“Class A Ordinary Shares”)of One and oneGreen Technologies.INC(“One and one Cayman”or the“Company”).Prior to thisOffering,there was no public market f

16、or our Class A Ordinary Shares.We are offering2,500,000 Class A Ordinary Shares,representing approximately 5.64%of the Class AOrdinary Shares following completion of the Offering.It is currently estimated thatthe initial public offering price per share will be between$4 and$6.We plan toapply to list

17、 our Class A Ordinary Shares on the Nasdaq Global Market,or Nasdaq,under the symbol“YDDL.”This Offering is contingent upon the listing of our Class AOrdinary Shares on the Nasdaq and there can be no assurance that we will besuccessful in listing our Class A Ordinary Shares on the Nasdaq.We will not

18、closethis Offering unless such Class A Ordinary Shares will be listed on the Nasdaq at thecompletion of this Offering.We are authorized to issue 500,000,000 ordinary shares,divided into 489,796,040Class A Ordinary Shares,par value$0.0001 per share and 10,203,960 ClassB ordinaryshares,par value$0.000

19、1 per share(the“ClassB Ordinary Shares”).As of the dateof this prospectus,there are 41,796,040 Class A Ordinary Shares and 10,203,960 ClassB Ordinary Shares issued and outstanding.Each Class A Share is entitled to one(1)vote and each ClassB Ordinary Share is entitled to twenty(20)votes.Also,each Cla

20、ssB Share is not convertible into Class A Ordinary Shares and vice versa,Class A Ordinary Shares are not convertible into ClassB Shares.The Class B Ordinary Shares are not transferrable,and no ClassB Ordinary Share maybe transferred by a shareholder to any person at any time,except where such transf

21、eris made(i)pursuant to any share surrender,repurchase or redemption or(ii)by thepersonal representative of a deceased shareholder,in each case in accordance withthe amended and restated memorandum of association(the“Amended and RestatedMemorandum and Articles of Association”)of the Company.The Clas

22、s B Ordinary Shareshave no right to any share in any dividend paid by the Company and no right to anyshare in any distribution of the surplus assets of the Company on its liquidation.Immediately after this Offering,assuming an Offering size as set forth above,Ms.Caifen Yan,the Chairman of the Board

23、and Director of the Company,through One andone International Limited,will own approximately 91.75%of the aggregate votingpower of our issued and outstanding Class A and Class B Ordinary Shares as a group.Therefore,Ms.Yan,through One and One International Limited,will have the abilityto determine all

24、 matters requiring approval by shareholders.As a result,we expectto be a“controlled company”within the meaning of rule 5615(a)(7)of Nasdaq StockMarket LLC.See section titled“Prospectus Summary Implications of Being aControlled Company”.One and one Cayman is a holding company that is incorporated in

25、the Cayman Islands.As a holding company with no operations,One and one Cayman conducts all of theoperations through One and one International HK Limited,or One and one HK,ourwholly owned subsidiary in Hong Kong,which in turn conducts its operations throughcontractual arrangements(the“Contractual Arr

26、angements”)with operating entities inthe Philippines.This is commonly known as a variable interest entity(“VIE”)structure.The Class A Ordinary Shares offered in this Offering are Class A OrdinaryShares of the holding company that is incorporated in the Cayman Islands.Investing in our Class A Ordinar

27、y Shares involves a high degree of risk,includingthe risk of losing your entire investment.Before buying any Class A Ordinary Shares,you should carefully read the discussion of material risks of investing in the ClassA Ordinary Shares and the Company.See section titled“Risk Factors”beginning onpage

28、11 for a discussion of information that should be considered in connection withan investment in our Class A Ordinary Shares.2025/6/10 09:19sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htmhttps:/www.sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htm2/140Tab

29、le of ContentsOne and one Cayman is not a Philippine company.As a holding company with no materialoperations,One and one Cayman,through its intermediary holding company,One and oneHK,conducts all its operations through the Contractual Arrangements with operatingentities in the Philippines,namely,Yod

30、a Metal and Craft Trading and Services Corp.(“Yoda Metal”)and DL Metal Corporation(“DL Metal”),which we refer to as theVIEs,and the shareholders of the VIEs.One and one Cayman relies on the Contractual Arrangements with the VIEs to control100%of their ownership interests,receive the economic benefit

31、s of their operations,and control most aspects of their operations through its intermediary holdingcompany,One and one HK.Investors in our Class A Ordinary Shares should be awarethat they will not,and may never,directly hold equity interests in the VIEs or theintermediary holding company(i.e.,One an

32、d one HK),but rather are purchasing equityinterests solely of One and one Green Technologies.INC,the Cayman Islands holdingcompany.To the extent cash or assets in our business are held in Hong Kong or by One and oneHK,such funds or assets may not be available to fund operations or for other useoutsi

33、de of Hong Kong due to interventions in,or the imposition of restrictions andlimitations on,the ability of our company,our subsidiaries,or the VIEs by the PRCgovernment,to transfer cash or assets.While the PRC laws and regulations do notcurrently have any material impact on transfers of cash from On

34、e and one Cayman toOne and one HK or from One and one HK to One and one Cayman,the PRC government may,in the future,impose restrictions or limitations on our ability to transfer moneyout of Hong Kong,to distribute earnings and pay dividends to and from the otherentities within our organization,or to

35、 reinvest in our business outside of HongKong.Such restrictions and limitations,if imposed in the future,may delay orhinder the expansion of our business outside of Hong Kong and may affect our abilityto receive funds from One and one HK.See the risk factor“We rely on dividends andother distribution

36、s on equity paid by the VIE to fund any cash and financingrequirements we may have.To the extent cash or assets in our business are held inHong Kong or by One and one HK,such funds or assets may not be available to fundoperations or for other use outside of Hong Kong.”at page 20.The VIEs mainly cond

37、uct waste materials and scrap metal recycling and all of ourrevenues are received by the VIEs.One and one Cayman controls,through itsintermediary holding company,One and one HK,100%of the VIEs ownership interestsand receive the economic benefits of the VIEs operations pursuant to theContractual Arra

38、ngements.According to the Companies Ordinance of Hong Kong,a HongKong company may only make a distribution out of profits available for distribution.If One and one HK incurs debt on its own behalf in the future,the instrumentsgoverning such debt may restrict its ability to pay dividends to One and o

39、ne Cayman.There are no restrictions regarding the transfer of cash between One and one HK andthe VIEs.For the fiscal years ended December 31,2024 and 2023 and as of the date ofthis prospectus,we have not declared or paid dividends,nor has our subsidiarydeclared or paid any dividends or distributions

40、 to us.Furthermore,as of the date ofthis prospectus,no transfers,dividends,or distributions have been made among us,our subsidiary,and the VIEs.Our board of directors has complete discretion onwhether to distribute dividends,subject to applicable laws.Currently,we do nothave any current plan to decl

41、are or pay any cash dividends to the U.S.investors inthe foreseeable future after this offering.Please refer to“Dividend Policy”onpage 29.Any cash transfer among us and our subsidiary is intended to be made throughdividends,capital contributions or intercompany loans between the holding companyand i

42、ts subsidiary,if needed in the future.Funds may be paid by the VIEs to One andone HK as service fees according to the Contractual Arrangements.We do notanticipate any difficulties or limitations on our ability to transfer cash betweenus,our subsidiary and the VIEs.Other than the above discussed purs

43、uant to theContractual Arrangements,we do not have any cash management policies that dictatethe amount of such funding among the Group and the VIEs.See“Consolidated FinancialStatements.”2025/6/10 09:19sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htmhttps:/www.sec.gov/Archives/

44、edgar/data/2034723/000121390025052277/ea0208103-07.htm3/140Table of ContentsWe are an“emerging growth company”and a“foreign private issuer”underapplicable U.S.Securities and Exchange Commission rules and will beeligible for reduced public company disclosure requirements.See sectiontitled“Prospectus

45、SummaryImplications of Being an Emerging GrowthCompany and a Foreign Private Issuer”for additional information.Neither the U.S.Securities and Exchange Commission nor any statesecurities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospect

46、us.Any representationto the contrary is a criminal offense.PER SHARE TOTALInitial public offering price(1)$4.00$10,000,000Underwriting discounts(2)$0.28$700,000Proceeds,before expenses,to us$3.72$9,300,000_(1)Determined based on the proposed minimum offering price per Class A Ordinary Share.(2)Repre

47、sents underwriting discounts equal to 7%per Class A Share,see“Underwriting”beginning on page 92.We expect our total cash expenses for this Offering(including cash expenses payableto our Underwriters for their out-of-pocket expenses)to be approximately$1,127,900,exclusive of the above discounts and n

48、on-accountable expense allowance.In addition,we will pay additional items of value in connection with this Offering that areviewed by the Financial Industry Regulatory Authority,or FINRA,as underwritingcompensation.These payments will further reduce proceeds available to us beforeexpenses.See“Underw

49、riting.”This Offering is being conducted on a firm commitment basis.The Underwriters areobligated to take and pay for all of the Class A Ordinary Shares if any such Class AOrdinary Shares are taken.We have granted the Underwriters an option for a period of30 days after the closing of this Offering t

50、o purchase up to fifteen percent(15%)ofthe total number of our Class A Ordinary Shares to be offered by us pursuant to thisOffering(excluding Class A Ordinary Shares subject to this option),solely for thepurpose of covering over-allotments,at the Offering price less the underwritingdiscounts.If the

51、Underwriters exercise the option in full,the total underwritingdiscounts payable will be$805,000 based on an assumed Offering price of$4 per ClassA Share(the proposed minimum offering price),and the total gross proceeds to us,before underwriting discounts and expenses,will be$11,500,000.If we comple

52、te thisOffering,net proceeds will be delivered to us on the closing date.See also thesection titled“Use of Proceeds”beginning on page 28.The Underwriters expect to deliver the shares to purchasers against payment on,2025.Cathay Securities,IncProspectus dated,2025 2025/6/10 09:19sec.gov/Archives/edga

53、r/data/2034723/000121390025052277/ea0208103-07.htmhttps:/www.sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htm4/140Table of ContentsTABLE OF CONTENTS PagePROSPECTUS SUMMARY 1THE OFFERING 9RISK FACTORS 11SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 27USE OF PROCEEDS 28DIVID

54、END POLICY 29CAPITALIZATION 30DILUTION 31MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 32OUR CORPORATE STRUCTURE AND HISTORY 43INDUSTRY OVERVIEW 46BUSINESS 52GOVERNMENT REGULATIONS 61MANAGEMENT 64PRINCIPAL SHAREHOLDERS 69RELATED PARTY TRANSACTIONS 71DESCRIPTION

55、OF SHARE CAPITAL AND CONSTITUTION 72SHARES ELIGIBLE FOR FUTURE SALE 82TAXATION 83UNDERWRITING 92EXPENSES OF THE OFFERING 96LEGAL MATTERS 97EXPERTS 97ENFORCEMENT OF CIVIL LIABILITIES 98WHERE YOU CAN FIND MORE INFORMATION 100INDEX TO COMBINED FINANCIAL STATEMENTS F-1REPORT OF INDEPENDENT REGISTERED PU

56、BLIC ACCOUNTING FIRM F-2Until _,2025(the 25thday after the date of this prospectus),all dealers thateffect transactions in these Class A Ordinary Shares,whether or not participating inthis Offering,may be required to deliver a prospectus.This is in addition to thedealers obligation to deliver a pros

57、pectus when acting as an underwriter and withrespect to their unsold allotments or subscriptions.For investors outside the UnitedStates:neither we nor the Underwriters have doneanything that would permit this Offering or possession or distribution of thisprospectus in any jurisdiction,other than the

58、 UnitedStates,where action for thatpurpose is required.Persons outside the UnitedStates who come into possession ofthis prospectus must inform themselves about,and observe any restrictions relatingto,the offering of the shares and the distribution of this prospectus outside theUnitedStates.Neither w

59、e nor the Underwriters have authorized anyone to provide you with anyinformation or to make any representations other than those contained in thisprospectus,any amendment or supplement to this prospectus,or in any free writingprospectus we have prepared,and neither we nor the Underwriters take respo

60、nsibilityfor,and can provide no assurance as to the reliability of,any other informationothers may give you.Neither we nor the Underwriters are making an offer to sell,orseeking offers to buy,these securities in any jurisdiction where the offer or saleis not permitted.The information contained in th

61、is prospectus is accurate only as ofthe date on the cover page of this prospectus,regardless of the time of delivery ofthis prospectus or the sale of shares.Our business,financial condition,results ofoperations and prospects may have changed since the date on the cover page of thisprospectus.i2025/6

62、/10 09:19sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htmhttps:/www.sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htm5/140Table of ContentsABOUT THIS PROSPECTUSPRESENTATION OF FINANCIAL INFORMATIONBasis of PresentationUnless otherwise indicated,all financ

63、ial information contained in this prospectus isprepared and presented in accordance with generally accepted accounting principles inthe UnitedStates of America(“U.S.GAAP”or“GAAP”).Certain amounts,percentages and other figures included in this prospectus have beensubject to rounding adjustments.Accor

64、dingly,amounts,percentages and other figuresshown as totals in certain tables or charts may not be the arithmetic aggregation ofthose that precede them and amounts and figures expressed as percentages in the textmay not total 100%or,when aggregated may not be the arithmetic aggregation of thepercent

65、ages that precede them.Our financial year ends on December31 of each year.References in this prospectusto a financial year,such as“financial year 2024,”relate to our financial yearended December31 of that calendar year.Financial Information in U.S.DollarsOur operations are principally conducted thro

66、ugh the VIEs located in the Philippineswhere Philippine peso(“PHP”)is the functional currency.Our reporting currency isthe U.S.dollar.This prospectus also contains translations of certain foreigncurrency amounts into U.S.dollars for the convenience of the reader.Assets andliabilities are translated

67、using the exchange rate at each balance sheet datesperiod end rate.Revenue and expenses are translated using average rates prevailingduring each reporting period,and shareholders equity is translated at historicalexchange rates.Adjustments resulting from the translation are recorded as a separatecom

68、ponent of accumulated other comprehensive income(loss)in shareholders equity.Unless otherwise noted,all translations from PHP to U.S.dollars and from U.S.dollars to PHP in this prospectus were made at the following rates:US$to PHP Period End Average RateDecember 31,2024 58.08400 57.28670December 31,

69、2023 55.40000 55.61763MARKET AND INDUSTRY DATACertain market data and forecasts used throughout this prospectus were obtained frommarket research,reports of governmental and international agencies and industrypublications,gathered by the Company.This information involves a number ofassumptions and l

70、imitations,and you are cautioned not to give undue weight to suchestimates.Our estimates involve risks and uncertainties and are subject to changebased on various factors,including those discussed under the heading“Risk Factors”in this prospectus.ii2025/6/10 09:19sec.gov/Archives/edgar/data/2034723/

71、000121390025052277/ea0208103-07.htmhttps:/www.sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htm6/140Table of ContentsDEFINITIONSThroughout this prospectus,we use a number of key terms and provide a number of keyperformance indicators used by management.Unless the context otherw

72、ise requires,thefollowing definitions apply throughout where the context so admits:“Amended and Restated Memorandum and Articles of Association”refers tothe amended and restated memorandum of association and the articles ofassociation of One and one Cayman(as defined below)that will becomeeffective

73、immediately prior to the completion of this offering;“BVI”refers to the British Virgin Islands;“CAGR”refers to compounded annual growth rate,the year-on-year growthrate over a specific period of time;“Companies Act”refers to the Companies Act(as revised)of the CaymanIslands,as amended,supplemented o

74、r otherwise modified from time to time;“Contractual Arrangements”means those agreements entered into by andamong One and one HK,Yoda Metal,DL Metal,and certain shareholders of YodaMetal and DL Metal,including the Exclusive Business Cooperation Agreement,Exclusive Option Agreement,and Shared Pledge A

75、greement,each dated June 10,2024,which grants One and one HK contractual rights to(i)direct theactivities of the VIEs that most significantly impact the VIEs economicperformance,(ii)receive all of the economic benefits of the VIEs andtheir respective subsidiaries(if any);and(iii)have an exclusive op

76、tionto purchase all or part of the equity interests in and assets of the VIEsand their respective subsidiaries(if any)when and to the extent permittedby Philippine law.“DL Metal”refers to DL Metal Corporation,the operating entityincorporated on March 3,2022,under the law of the Republic of thePhilip

77、pines;“FY2024”and“FY2023”refer to fiscal year ended December31,2024 and2023,respectively;“HongKong”or“HK SAR”refers to the HongKong Special AdministrativeRegion of the Peoples Republic of China;“Mainland China”refers to the mainland of the Peoples Republic ofChina;excluding Taiwan,Hong Kong and the

78、Macau Special AdministrativeRegions of the Peoples Republic of China for the purposes of thisprospectus only;“Memorandum and Articles of Association”refers to the memorandum ofassociation and the articles of association articles of association of Oneand one Cayman(as defined above)registered on Apri

79、l17,2024;“One and one Cayman”,“One and one”and“Company”refers to One and oneGreen Technologies.INC,the Cayman Islands holding company,incorporated onApril17,2024;“One and one HK”refers to One and one International HK Limited,theintermediate holding company,incorporated on May 29,2024;“Operating enti

80、ties”refers to DL Metal and Yoda Metal,the variableinterest entities of One and one Cayman,through One and one HK,unlessotherwise specified;“PHP”refers to the legal currency of Philippine peso;“PRC”refers to the Peoples Republic of China,including Hong Kong andthe Macau Special Administrative Region

81、s of the Peoples Republic of China;“PRC government”or“Chinse government”refers to the government andgovernmental authorities of Mainland China for the purposes of thisprospectus only;“SEC”refers to the United States Securities and Exchange Commission;iii2025/6/10 09:19sec.gov/Archives/edgar/data/203

82、4723/000121390025052277/ea0208103-07.htmhttps:/www.sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htm7/140Table of Contents“Underwriters”refers to the underwriters for the Offering,of whichCathay Securities,Inc.is serving as representative;“US$”,“$”,or“U.S.dollar(s)”refer to the

83、 legal currency of theUnitedStates;“U.S.”,or“UnitedStates”refers to the UnitedStates of America;“U.S.GAAP”refers to generally accepted accounting principles in theUnitedStates;“VIEs”refers to DL Metal and Yoda Metal,collectively,and each of themis referred to as a“VIE”;“We”,“Group”,“us”,or“our”refer

84、 to One and one Cayman,itssubsidiary and VIEs.“Yoda Metal”refers to Yoda Metal and Craft Trading and Services Corp.,the operating entity incorporated on March 20,2014 under the law of theRepublic of the Philippines;The expressions“associated company”,“related corporation”and“subsidiary”shall have th

85、e respective meanings ascribed to them in the Companies Act,as the casemay be.Any discrepancies in tables included herein between the total sum of amounts listedand the totals thereof are due to rounding.Accordingly,figures shown as totals incertain tables may not be an arithmetic aggregation of the

86、 figures that precede them.Unless the context otherwise requires,a reference to“we”,“our”,“us”or“ourGroup”or their other grammatical variations is a reference to our Company and oursubsidiaries taken as a whole.Any use of the singular or plural,or the masculine,feminine,or neuter gender,includes the

87、 others,unless the context otherwiserequires;and“including”means“including without limitation.”Certain of our customers and suppliers are referred to in this prospectus by theirtrade names.Our contracts with these customers and suppliers are typically with anentity or entities in the relevant custom

88、er or suppliers group of companies.Internet site addresses in this prospectus are included for reference only and theinformation contained in any website,including our website,is not incorporated byreference into,and does not form part of,this prospectus.iv2025/6/10 09:19sec.gov/Archives/edgar/data/

89、2034723/000121390025052277/ea0208103-07.htmhttps:/www.sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htm8/140Table of ContentsPROSPECTUS SUMMARYThis summary highlights selected information contained elsewhere in thisprospectus.This summary does not contain all of the information

90、 that you shouldconsider before investing in our Shares.For a more complete understanding of usand this Offering,you should read and carefully consider the entire prospectus,including the more detailed information set forth under“Risk Factors”and“Managements Discussion and Analysis of Financial Cond

91、ition and Results ofOperations”and our combined financial statements and the related notes.Some ofthe statements in this prospectus are forward-looking statements.See sectiontitled“Special NoteRegarding Forward-Looking Statements.”Our Company and BusinessOne and one Cayman was incorporated in the Ca

92、yman Islands on April17,2024.Weconduct our business through the VIEs,Yoda Metal and DL Metal,in the Philippines.We primarily engage in recycling,production and trading of recycled scrap metalsin the Philippines.We are a waste materials and scrap metal recycling company in the Philippines.Ourcapabili

93、ties are underscored by our permitted capacity for metal recycling,measured in tons per year,and by the government-issued license that enables us toimport hazardous waste(as raw materials)into the Philippines.We process rawmaterials and generate final products that include copper alloy ingot,aluminu

94、mscrapes,plastic beads,and others.We provide economical and flexible solutions tothe challenges of electronic waste,metal scrap and industrial recycling.Byproviding lower-cost alternatives for processing recycled materials,we not onlycontribute to environmental sustainability but also highlight our

95、role as a modernand specialized recycling company.We have established an environmentally friendly technology that we believe sets usapart from competitors.Our exhaust gas recirculation system and exhaust emissionshave been examined and approved annually by the Environmental Management Bureau(“EMB”)i

96、n the Philippines.Our exhaust gas recirculation system enhances processefficiency while minimizing and,in some cases,eliminating contamination.Throughthis system,we capture the ash and slag contained in the emissions for furthermetal recovery ad smelting,ensuring the exhaust we ultimately release me

97、ets allapplicable standards.In contrast,competing technologies,such as tableconcentrators,cannot prevent pollution during the final stages of processing.Due to our sustainable,environmentally friendly processes,we believe we are well-positioned to comply with heightened regulations across the globe.

98、We benefit from being fully authorized by the government to process hazardouswastes under the framework of The Basel Convention:A Global Solution forControlling Hazardous Wastes.We have complied with all governmental documentary requirements,includingEnvironmental Compliance Certificate(the“ECC”),Pe

99、rmit to Operate,DischargePermit,Import and Export Permit.As of December 31,2024,our workforce consistedof 97 employees,including 7 engineers.Electronic waste and metal scraps fromlocal and abroad(Korea,Japan,Southeast Asia,Europe,USA,etc.)are carefullysegregated and processed in compliance with the

100、existing environmental laws,rulesand regulations.Our annual processing capacity is estimated to be around 300,000tons.Investors in our Class A Ordinary Sharesshould be aware that they are purchasingequity in One and one Cayman,which does not directly own our business in thePhilippines.Please refer t

101、o the information contained in and incorporated byreference under the heading“Risks Related to Our Corporate Structure”on page 19of this prospectus.Our Competitive StrengthsWe believe that the following competitive strengths contribute to our success anddifferentiate us from our competitors:Experien

102、ced and Visionary Management TeamMarket AdvantageEnvironmentally Friendly TechnologyWell-positioned to Comply with Government MandatesStable Customers and Supplier BasesRegional Presence and Global Footprint12025/6/10 09:19sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htmhttps:

103、/www.sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htm9/140Table of ContentsOur Business Strategies and Future PlansOur business strategies and future plans are as follows:Extend the Production CapabilitiesStrengthen Customer and Sales Agent PartnershipDevelop Overseas MarketsR

104、educe Transportation CostsSummary Risk FactorsInvesting in our Class A Ordinary Shares involves a high degree of risk.You shouldcarefully read and consider all of the information contained in this prospectus(including in“Risk Factors,”“Managements Discussion and Analysis of FinancialCondition and Re

105、sults of Operations”and our consolidated financial statements andthe notes thereto)before making an investment decision.These risks couldadversely affect our business,financial condition and results of operations,andcause the trading price of our Class A Ordinary Shares to decline.You could losepart

106、 or all of your investment.In reviewing this prospectus,you should bear inmind that past results are no guarantee of future performance.See“SpecialNote Regarding Forward-Looking Statements”for a discussion of forward-lookingstatements and the significance of forward-looking statements in the context

107、 ofthis prospectus.The following is a summary of what we view as our most significant risk factors:Risks Related to Our BusinessOur Group does not have a long operating history as an integrated group.We have limited experience operating as a standalone public company.We may incur losses in the futur

108、e.Our historical financial and operating results are not a guarantee of ourfuture performance.We have a substantial supplier concentration with a limited number ofsuppliers accounting for a substantial portion of our total purchases.Changes or difficulties in our relationships with our suppliers and

109、 lossmay harm our business and financial results.We are currently dependent on a small group of customers for most of ourrevenue and the loss of,or a significant reduction in purchases by,oneor more of our principal customers could materially and adversely affectour business,financial condition,and

110、results of operations.Our reliance on customers located in China and Hong Kong exposes us tosignificant geopolitical,regulatory,and economic risks that couldadversely affect our business operations and financial performance.We may face operational,regulatory,and reputational risks related toenvironm

111、ental compliance,workplace safety,and the handling of wastematerialsWe do not have any commercial insurance coverage.We may be subject to litigation and regulatory investigations andproceedings and may not always be successful in defending ourselvesagainst such claims or proceedings.Our future strat

112、egic acquisitions,investments and partnerships could posevarious risks,increase our leverage,dilute existing shareholders andsignificantly impact our ability to expand our overall profitability.Any failure by the VIEs or their shareholders to perform their obligationsunder our Contractual Arrangemen

113、ts with them would have a material andadverse effect on our business.Our Executive Officers do not have any prior experience conducting aninitial public offering and have limited experience with management of apublic company.Any lack of requisite approvals,licenses or permits applicable to ourbusine

114、ss,or any non-compliance with relevant laws and regulations,mayhave a material and adverse effect on our business,financial condition,results of operations and prospects.Any adverse material changes to the Philippines market(whether localizedor resulting from global economic or other conditions)such

115、 as theoccurrence of an economic recession,pandemic or widespread outbreak of aninfectious disease,could have a material adverse effect on our business,results of operations and financial condition.22025/6/10 09:19sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htmhttps:/www.sec.

116、gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htm10/140Table of ContentsWe may be affected by disruptions to our production.We may regularly encounter potential conflicts of interest,and ourfailure to identify and address such conflicts of interest could adverselyaffect our busines

117、s.For a detailed description of the risks above,please refer to pages 11 to 16.Risks Related to Doing Business in the PhilippinesWe may face political and social instability.Inflation in the Philippines could negatively affect our profitability andgrowth.We may face customs restrictions for the impo

118、rtation and exportation ofmetals.Our ability to source our products efficiently and cost-effectively couldbe negatively impacted if new trade restrictions are imposed,existingtrade restrictions become more burdensome or relationships with exportersare impaired or terminated.For a detailed descriptio

119、n of the risks above,please refer to pages 16 to 18.Risks Related to Our Corporate StructureOur corporate actions will be substantially controlled by Ms.Caifen Yan,the Chairman of the Board and Director of the Company,through One and oneInternational Limited,which will have the ability to control or

120、 exertsignificant influence over important corporate matters that requireapproval of shareholders,which may deprive you of an opportunity toreceive a premium for your ordinary shares and materially reduce the valueof your investment.Additionally,we may be deemed to be a“controlledcompany”and may fol

121、low certain exemptions from certain corporategovernance requirements that could adversely affect our publicshareholders.We and our Hong Kong subsidiary rely on Contractual Arrangements with theVIEs and the VIEs shareholders to operate their business,which may notbe as effective as direct ownership i

122、n providing operational control.Our Chairman of the Board and Director,Ms.Caifen Yan,has significantcontrol over shareholder matters and the minority shareholder will havelittle or no control over our affairs.We are a foreign private issuer within the meaning of the rules under theExchange Act,and,a

123、s such,we are exempt from certain provisionsapplicable to U.S.domestic public companies.As a foreign private issuer,we are permitted to adopt certain homecountry practices in relation to corporate governance matters that differsignificantly from Nasdaq corporate governance listing standards.Thesepra

124、ctices may afford less protection to shareholders than they would enjoyif we complied fully with Nasdaq corporate governance listing standards.We may lose our foreign private issuer status in the future,which couldresult in significant additional costs and expenses.There can be no assurance that we

125、will not be a PFIC for U.S.federalincome tax purposes for any taxable year,which could result in adverseU.S.federal income tax consequences to U.S.holders of our Class AOrdinary Shares.For a detailed description of the risks above,please refer to pages 19 to 22.Risks Related to this Offering and Our

126、 Class A Ordinary SharesAn active trading market for our Class A Ordinary Shares may not developand could affect the trading price of our Class A Ordinary Shares.Our share price may fluctuate significantly in the future and you may loseall or part of your investment,and litigation may be brought aga

127、inst us.Investors in our Class A Ordinary Shares likely will face immediate andsubstantial dilution in the net tangible book value per share and mayexperience future dilution.The dual class structure of our Class A Ordinary Shares has the effect ofconcentrating voting control with our Chairman and C

128、EO,and their interestmay not be aligned with the interests of our other shareholders.32025/6/10 09:19sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htmhttps:/www.sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htm11/140Table of ContentsOur Class A Ordinary Sh

129、ares may trade under$5.00 per share and thus wouldbe known as“penny stock”.Trading in penny stocks has certainrestrictions and these restrictions could negatively affect the price andliquidity of our Class A Ordinary Shares.We may not be able to pay dividends in the future.If we fail to meet applica

130、ble listing requirements,Nasdaq may delist ourClass A Ordinary Shares from trading,in which case the liquidity andmarket price of our Class A Ordinary Shares could decline.We will incur significant expenses and devote other significant resourcesand management time as a result of being a public compa

131、ny,which maynegatively impact our financial performance and could cause our results ofoperations and financial condition to suffer.If we fail to maintain an effective system of disclosure controls andinternal controls over financial reporting,our ability to timely produceaccurate financial statement

132、s or comply with applicable regulations couldbe impaired.We are an emerging growth company within the meaning of the Securities Actand may take advantage of certain reduced reporting requirements.We have broad discretion in the use of the net proceeds from this Offeringand may not use them effective

133、ly.For a detailed description of the risks above,please refer to pages 23 to 26.Our Corporate Structure and HistoryWe are a Cayman Islands exempted company limited by shares.The following diagramillustrates the corporate structure of the Company as of the date of thisprospectus and upon completion o

134、f this Offering(assuming no exercise of the over-allotment option by the Underwriters):42025/6/10 09:19sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htmhttps:/www.sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htm12/140Table of ContentsOne and one Cayman wa

135、s incorporated on April17,2024,under the laws of the CaymanIslands.As of the date of this prospectus,the authorized share capital of theCompany is US$50,000 divided into 500,000,000 ordinary shares,consisting of489,796,040 Class A Ordinary Shares and 10,203,960 Class B Ordinary Shares,ofwhich 41,796

136、,040 Class A Ordinary Shares and 10,203,960 Class B Ordinary Shares areissued and outstanding.The Company is a holding company and is currently notactively engaging in any business.This is an Offering of the Class A OrdinaryShares of One and one Cayman.You may never hold equity interests in the oper

137、atingentities in the Philippines.Further,One and one Cayman receives the economicbenefits of the operations of two VIEs in the Philippines through an intermediateholding company(i.e.,One and one HK)pursuant to the Contractual Arrangements.One and one HK was incorporated on May29,2024,under the laws

138、and regulations inHongKong.One and one HK is a wholly owned subsidiary of the Company.One and oneHK is a holding company and is currently not actively engaging in any business.DL Metal was established on March3,2022,under the laws of the Philippines.YodaMetal was established on March20,2014,under th

139、e laws of the Philippines.One andone HK controls 100%of Yoda Metal and DL Metal through the ContractualArrangements.Although we took every precaution available to effectively enforce the contractualand corporate relationship above,these Contractual Arrangements may still be lesseffective than direct

140、 ownership and that the Company may incur substantial costs toenforce the terms of these Contractual Arrangements.For example,the VIEs andtheir shareholders could breach the Contractual Arrangements with us by,amongother things,failing to conduct their operations in an acceptable manner or takingoth

141、er actions that are detrimental to our interests.If One and one Cayman haddirect ownership of the VIEs,One and one Cayman would be able to exercise itsrights as a shareholder to effect changes in the board of directors of the VIEs,which in turn could implement changes,subject to any applicable fiduc

142、iaryobligations,at the management and operational level.However,under the currentContractual Arrangements,we rely on the performance by the VIEs and theirshareholders of their obligations under the Contractual Arrangements to exerciseour rights as the primary beneficiary of the VIEs.The shareholders

143、 of the VIEs maynot act in the best interests of our company or may not perform their obligationsunder these contracts.As a legal matter,if the VIEs or their shareholders fail toperform their obligations under these Contractual Arrangements,One and one Caymanmay have to incur substantial costs to en

144、force such Contractual Arrangements,andrely on legal remedies under Philippine laws,including contract remedies,whichmay be time-consuming,unpredictable and expensive.The Contractual Arrangementsare governed by Philippine laws and provide for the resolution of disputes througharbitration in the Phil

145、ippines.The legal environment in the Philippines is not asdeveloped as in some other jurisdictions,such as the UnitedStates.As a result,uncertainties in the Philippine legal system could limit the ability of One and oneCayman to enforce these Contractual Arrangements.In the event One and one Caymani

146、s unable to enforce these Contractual Arrangements,it may not be able to exerteffective power as the primary beneficiary over the operating entities and it maybe precluded from operating its business,which would have a material adverseeffect on its financial condition and results of operations.In ad

147、dition,there isuncertainty as to whether the courts of the Cayman Islands or the Philippines wouldrecognize or enforce judgments of U.S.courts against us or such persons predicatedupon the civil liability provisions of the securities laws of the UnitedStates orany state.For a detailed description of

148、 the risks related to the ContractualArrangements with the VIEs,see“Risks Related to Our Business.”Corporate InformationOur principal executive offices are located at 1st,Diliman,San Rafael Bulacan,Philippines.Our registered office in the Cayman Islands is at the offices ofOsiris International Cayma

149、n Limited,Suite#4-210,Governors Square,23 Lime TreeBay Avenue,PO Box 32311,Grand Cayman KY1-1209.Our agent for service of processin the UnitedStates is Cogency Global Inc.,located at 122 East 42nd Street,18thFloor,New York,NY 10168.Transfers of Cash to and From Our Subsidiary and the VIEsOne and one

150、 Cayman is a holding company with no operations of its own.Its businessoperations are conducted through Contractual Arrangements between the intermediaryholding company,One and one HK,and the VIEs in the Philippines.One and oneCayman is permitted under Cayman Islands laws to provide funding to its s

151、ubsidiaryin HongKong through loans or capital contributions without restrictions on theamount of the funds,subject to satisfaction of applicable government registration,approval and filing requirements.According to the Companies52025/6/10 09:19sec.gov/Archives/edgar/data/2034723/000121390025052277/e

152、a0208103-07.htmhttps:/www.sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htm13/140Table of ContentsOrdinance of HongKong,a HongKong company may only make a distribution out ofprofits available for distribution.If One and one HK incurs debt on its own behalfin the future,the inst

153、ruments governing such debt may restrict its ability to paydividends to One and one Cayman.We currently intend to retain all available funds and future earnings,if any,forthe operation and expansion of our business and do not anticipate declaring orpaying any dividends in the foreseeable future.Any

154、future determination related toour dividend policy will be made at the discretion of our board of directors afterconsidering our financial condition,results of operations,capital requirements,contractual requirements,business prospects and other factors the board ofdirectors deems relevant.Under the

155、 current practice of the Inland Revenue Department of HongKong,no tax ispayable in HongKong in respect of dividends paid by us.The laws and regulationsof the PRC do not currently have any material impact on transfer of cash from Oneand one Cayman to One and one HK or from One and one HK to One and o

156、ne Cayman.There are no restrictions or limitations under the laws of HongKong imposed on theconversion of HK dollar into foreign currencies and the remittance of currenciesout of HongKong or across borders and to U.S.investors.The Companys business is conducted through the VIEs.Funds may be paid by

157、theVIEs to One and one HK as service fees pursuant to the Contractual Arrangements.The Company may rely on dividends paid by the intermediary holding company(i.e.,One and one HK)for its working capital and cash needs,including the fundsnecessary:(i)to pay dividends or cash distributions to its share

158、holders,(ii)toservice any debt obligations and(iii)to pay operating expenses.Cash dividends,if any,on our Ordinary Shares will be paid in U.S.dollars.In order for us to pay dividends to our shareholders,we may rely on payments madefrom the VIEs to One and one HK and from One and one HK to One and on

159、e Cayman.Forthe fiscal years ended December 31,2024 and 2023 and as of the date of thisprospectus,the VIEs have not made any transfers,loans,or distributions,and notransfers,dividends,and distributions have been made between One and one HK andVIEs,or to investors.We do not anticipate any difficultie

160、s or limitations on ourability to transfer cash between us,our subsidiary and VIEs.Other than the abovediscussed pursuant to the Contractual Arrangements,we do not have any cashmanagement policies that dictate the amount of such funding among the Group and theVIEs.Implications of Being a Controlled

161、CompanyControlled companies are exempt from the majority of independent directorrequirements.Controlled companies are subject to an exemption from Nasdaqstandards requiring that the board of a listed company consist of a majority ofindependent directors within one year of the listing date.Public com

162、panies that qualify as a“controlled company”with securities listed onthe Nasdaq Stock Market(Nasdaq),must comply with the exchanges continued listingstandards to maintain their listings.Nasdaq has adopted qualitative listingstandards.Companies that do not comply with these corporate governancerequir

163、ements may lose their listing status.Under the Nasdaq rules,a“controlledcompany”is a company with more than 50%of its voting power held by a singleperson,entity or group.Under Nasdaq rules,a controlled company is exempt fromcertain corporate governance requirements including:the requirement that a m

164、ajority of the board of directors consist ofindependent directors;the requirement that a listed company have a nominating and governancecommittee that is composed entirely of independent directors with awritten charter addressing the committees purpose and responsibilities;the requirement that a lis

165、ted company have a compensation committee thatis composed entirely of independent directors with a written charteraddressing the committees purpose and responsibilities;andthe requirement for an annual performance evaluation of the nominating andgovernance committee and compensation committee.Contro

166、lled companies must still comply with the exchanges other corporategovernance standards.These include having an audit committee and the specialmeetings of independent or non-management directors.Upon the completion of this Offering,Ms.Caifen Yan,the Chairman of the Board andDirector of the Company,t

167、hrough One and One International Limited,will own 91.75%of the aggregate voting power of our issued and outstanding Class A Ordinary Sharesand Class B Ordinary Shares as a group,assuming that the Underwriters do notexercise their over-allotment option.Therefore,Ms.Yan,through One and OneInternationa

168、l Limited,will have the ability to62025/6/10 09:19sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htmhttps:/www.sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htm14/140Table of Contentsdetermine all matters requiring approval by shareholders.As a result,we wi

169、ll be a“controlled company”as defined under Nasdaq Listing Rule5615(a)(7)because Ms.Yan,through the entity she controls,will hold more than 50%of the voting powerfor the election of directors.As a“controlled company,”we are permitted to elect not to comply with certaincorporate governance requiremen

170、ts.Although we do not intend to rely on thecontrolled company exemptions under the Nasdaq listing standards even if we aredeemed a controlled company,we could elect to rely on these exemptions in thefuture,and if so,you would not have the same protection afforded to shareholdersof companies that are

171、 subject to all of the corporate governance requirements ofthe Nasdaq Global Market.Implications of Being an“Emerging Growth Company”As a company with less than US$1.235billion in revenues during our last fiscalyear,we qualify as an“emerging growth company”as defined in the Jumpstart OurBusiness Sta

172、rtups Actof2012,or the JOBS Act.An“emerging growth company”maytake advantage of reduced reporting requirements that are otherwise applicable tolarger public companies.In particular,as an emerging growth company,we:may present only two years of audited financial statements and onlytwoyears of related

173、 Managements Discussion and Analysis of FinancialCondition and Results of Operations,or“MD&A”;are not required to provide a detailed narrative disclosure discussing ourcompensation principles,objectives and elements and analyzing how thoseelements fit with our principles and objectives,which is comm

174、onlyreferred to as“compensation discussion and analysis”;are not required to obtain an attestation and report from our auditors onour managements assessment of our internal control over financialreporting pursuant to the Sarbanes-Oxley Actof2002;are not required to obtain a non-binding advisory vote

175、 from ourshareholders on executive compensation or golden parachute arrangements(commonly referred to as the“say-on-pay,”“say-on frequency”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisionsrequiring a pay-for-performance graph and chief executive

176、officer payratio disclosure;are eligible to claim longer phase-in periods for the adoption of new orrevised financial accounting standards under 107 of the JOBS Act;andwill not be required to conduct an evaluation of our internal control overfinancial reporting.We intend to take advantage of all of

177、these reduced reporting requirements andexemptions,including the longer phase-in periods for the adoption of new orrevised financial accounting standards under 107 of theJOBS Act.Our election touse the phase-in periods may make it difficult to compare our financial statementsto those of non-emerging

178、 growth companies and other emerging growth companies thathave opted out of the phase-in periods under 107 of theJOBS Act.We will remain an emerging growth company until the earliest of(i)the lastdayof the fiscal year during which we have total annual gross revenues of at leastUS$1.235 billion;(ii)t

179、he last day of our fiscal year following the fifthanniversary of the completion of this Offering;(iii)the date on which we have,during the preceding three-year period,issued more than US$1.0billion in non-convertible debt;or(iv)the date on which we are deemed to be a“largeaccelerated filer”under the

180、Securities ExchangeActof1934,as amended,ortheExchangeAct,which would occur if the market value of our Class A OrdinaryShares that are held by non-affiliates exceeds US$700.0million as of the lastbusinessday of our most recently completed second fiscal quarter.Once we cease tobe an emerging growth co

181、mpany,we will not be entitled to the exemptions providedin theJOBS Actdiscussed above.72025/6/10 09:19sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htmhttps:/www.sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htm15/140Table of ContentsImplication of Being a

182、 Foreign Private IssuerWe are a foreign private issuer within the meaning of the rules under theSecurities ExchangeActof1934,as amended(the“ExchangeAct”).As such,weare exempt from certain provisions applicable to United States domestic publiccompanies.For example:we are not required to provide as ma

183、ny Exchange Act reports,or asfrequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our homecountry requirements,which are less rigorous than the rules that apply todomestic public companies;we are not required to provide the same level of disclosure on

184、certainissues,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventingissuers from making selective disclosures of material information;we are not required to comply with the sections of the Exchange Actregulating the solicitation of proxies,consents or autho

185、rizations inrespect of a security registered under the ExchangeAct;andwe are not required to comply with Section 16 of the Exchange Actrequiring insiders to file public reports of their share ownership andtrading activities and establishing insider liability for profits realizedfrom any“short-swing”

186、trading transaction.82025/6/10 09:19sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htmhttps:/www.sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htm16/140Table of ContentsTHE OFFERINGIssuer:One and one Green Technologies.INCShares offered by us:2,500,000 Clas

187、s A Ordinary Shares(or 2,875,000Class A Ordinary Shares if the Underwritersexercise their option in full to purchaseadditional Class A Ordinary Shares from us within30 days after the closing date of thisOffering).Offering Price:We estimate the initial public offering pricewill be between US$4.00 and

188、 US$6.00 per Class AOrdinary Share.Number of Shares outstandingbefore this Offering:52,000,000 Ordinary Shares including(i)41,796,040 Class A Ordinary Shares and(ii)10,203,960 ClassB Ordinary Shares.Shares to be outstandingimmediately after thisOffering:54,500,000 Ordinary Shares including(i)44,296,

189、040 Class A Ordinary Shares and(ii)10,203,960 Class B Ordinary Shares,or 54,875,000Ordinary Shares including(i)44,671,040 Class AOrdinary Shares if the Underwriters exercise theover-allotment option in full and(ii)10,203,960ClassB Ordinary Shares.Over-allotment option topurchase additional Shares:We

190、 have granted Underwriters an option topurchase up to an additional fifteen percent(15.0%)of the Class A Ordinary Shares from uswithin 30 days after the closing of thisOffering.Our authorized share capital upon the completionof this Offering will be US$5,487.5 divided into54,875,000 ordinary shares

191、of a par value ofUS$0.0001 each,comprised of(i)44,671,040Class A Ordinary Shares,and(ii)10,203,960Class B Ordinary Shares.See“Description ofShare Capital.”Voting Rights:Holders of Class A Shares are entitled to one(1)vote per share.Holders of Class BOrdinary Shares are entitled to twenty(20)votes pe

192、r share.Holders of Class AOrdinary Shares and ClassB Ordinary Shares willvote together as a single class,unless otherwiserequired by law or our post-offering Amended andRestated Memorandum and Articles of AssociationGross Proceeds:We estimate that the gross proceeds from thisOffering will be approxi

193、mately US$10,000,000,orapproximately$11,500,000 if the Underwriterexercises the over-allotment option in full,assuming an offering price of US$4.00 per share(the proposed minimum offering price per Class AOrdinary Share)Use of proceeds:We intend to use the proceeds from this Offeringin the following

194、 order of priority:Approximately 15%to expand our existing businessby acquiring additional machinery and equipmentApproximately 5%to expand our real estateportfolio through the acquisition of additionalland propertiesApproximately 15%for the construction of a newmanufacturing facilityApproximately 6

195、5%for working capital and forother general corporate purposesSee“Use of Proceeds”for more information.92025/6/10 09:19sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htmhttps:/www.sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htm17/140Table of ContentsLock-u

196、p:All of our directors and officers,andshareholders of 5%or more of our Class AOrdinary Shares or Class B Ordinary Shares haveagreed with the Underwriters,subject to certainexceptions,not to offer,issue,sell,contractto sell,encumber,grant any option for the saleof,or otherwise dispose of,directly or

197、indirectly,any of our ordinary shares orsecurities convertible into or exercisable orexchangeable for our ordinary shares for a periodof six months from the date of this prospectus.See sections titled“Shares Eligible for FutureSale”and“Underwriting”for more information.Nasdaq Global Market symbol:We

198、 plan to list our Class A Ordinary Shares onthe Nasdaq Global Market under the symbol“YDDL.”Risk factors:See section titled“Risk Factors”and otherinformation included in this prospectus for adiscussion of factors you should carefullyconsider before deciding to invest in the Class AOrdinary Shares.10

199、2025/6/10 09:19sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htmhttps:/www.sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htm18/140Table of ContentsRISK FACTORSProspective investors should carefully consider and evaluate each of the followingconsiderations

200、and all other information set forth in this prospectus before decidingto invest in our Shares.The following section describes some of the significantrisks known to us now that could directly or indirectly affect us and the value ortrading price of our Shares and should not be construed as a comprehe

201、nsive listing ofall risk factors.The following section does not state risks unknown to us now butwhich could occur in the future and risks which we currently believe to be notmaterial but may subsequently turn out to be so.Should these risks occur and/or turnout to be material,they could materially

202、and adversely affect our business,financial condition,results of operations and prospects.To the best of ourdirectors knowledge and belief,the risk factors that are material to investors inmaking an informed judgment have been set out below.If any of the followingconsiderations and uncertainties dev

203、elops into actual events,our business,financialcondition,results of operations and prospects could be materially and adverselyaffected.In such cases,the trading price of our Shares could decline and investorsmay lose all or part of their investment in our Shares.Prospective investors areadvised to a

204、pprise themselves of all factors involving the risks of investing in ourShares from their professional advisers before making any decision to invest in ourShares.Risks Related to Our BusinessWe do not have a long operating history as an integrated group.One and one Cayman was incorporated as a holdi

205、ng company on April 17,2024.While theVIEs have been in operation since 2014,we do not have a long history of running anintegrated group with standardized policies and procedures on which our pastperformance may be judged.Given our limited operating history as an integrated groupand the rapidly evolv

206、ing market in which we compete,we may encounter operational,financial and other difficulties as we establish and expand our operations,productand service developments,sales and marketing,technology and general andadministrative capabilities.We have limited experience operating as a standalone public

207、 company.We have limited experience conducting our operations as a standalone public company.We may encounter operational,administrative,and strategic difficulties as we adjustto operating as a standalone public company.This may cause us to react more slowlythan our competitors to industry changes a

208、nd may divert our managements attentionfrom running our business or otherwise harm our operations.In addition,since we are becoming a public company,our management team will need todevelop the expertise necessary to comply with the numerous regulatory and otherrequirements applicable to public compa

209、nies,including requirements relating tocorporate governance,listing standards and securities and investor relationshipsissues.As a standalone public company,our management will have to evaluate ourinternal controls system with new thresholds of materiality,and to implementnecessary changes to our in

210、ternal controls system.We cannot guarantee that we willbe able to do so in a timely and effective manner.We may incur losses in the future.For theyears ended December31,2024 and December31,2023,the Company recordednet income of$6,476,772 and$5,567,174,respectively.We anticipate that ouroperating exp

211、enses,together with the increased general administrative expenses of apublic company,will increase in the foreseeable future as we seek to maintain andcontinue to grow our business,in particular retail store expansion,attractpotential customers,and further enhance our service offering.Our expenses w

212、henexpressed in US dollars also are exposed to increases due to depreciation of thePhilippines Peso.These efforts may prove more expensive than we currentlyanticipate,and we may not succeed in increasing our revenue sufficiently to offsetthese higher expenses.As a result of the foregoing and other f

213、actors,we may incurnet losses in the future and may be unable to achieve or maintain sufficient cashflows or profitability on a quarterly or annual basis for the foreseeable future.112025/6/10 09:19sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htmhttps:/www.sec.gov/Archives/edg

214、ar/data/2034723/000121390025052277/ea0208103-07.htm19/140Table of ContentsOur historical financial and operating results are not a guarantee of ourfuture performance.Our annual and periodic financial results vary from year to year and from period toperiod,in response to a number of factors that we c

215、annot predict,such as generalbusiness outlook and sentiment,economic market conditions,employment rates,inflation and interest rates and consumer confidence.As such,we believe that ourannual and periodic financial results are not a guarantee of our future economicperformance and undue reliance shoul

216、d not be placed on such results for futurespeculative purposes.We have a substantial supplier concentration with a limited number ofsuppliers accounting for a substantial portion of our total purchases.Changes or difficulties in our relationships with our suppliers and lossmay harm our business and

217、financial results.We rely on a limited number of waste exporters and commercial agents as oursuppliers.For the fiscal years ended December 31,2024 and 2023,we had 4 and 3major suppliers respectively,who accounted for more than 10%of our total purchases.For the year ended December 31,2024,four suppli

218、ers accounted for approximately45.7%,12.6%,10.7%and 10.5%of the total purchases.For the year ended December 31,2023,three suppliers accounted for approximately 59.6%,13.8%,and 11.6%of thetotal purchases,respectively.Inherent risks exist whenever procurement is concentrated with a limited number ofsu

219、ppliers.Our suppliers may fail to meet their procurement obligations,which mayadversely affect our business.We enter into supply contracts with our suppliers,typically lasting for one year with automatic one year extension absent eitherpartys objection.Both parties have the right to terminate the ag

220、reement uponnotifying the other party in advance.There is no assurance that we can continue tomaintain stable and long-term business relationships with any supplier.Failure tomaintain existing relationships with the suppliers or to establish new relationshipsin the future could negatively affect the

221、 Companys ability to deliver products tocustomers in a price advantageous and timely manner.If the Company is unable toobtain ample supply of waste metal materials from existing suppliers or alternativesources of supply,the Company may be unable to satisfy the orders from itscustomers,which could ma

222、terially and adversely affect our business,results ofoperations and financial condition.We are currently dependent on a small group of customers for most of ourrevenue and the loss of,or a significant reduction in purchases by,one ormore of our principal customers could materially and adversely affe

223、ct ourbusiness,financial condition,and results of operations.We derive a significant portion of our revenue from a limited number of long-term,cooperative importer customers located primarily in Mainland China and Hong Kong.Asof the date of this prospectus,we have established cooperative relationshi

224、ps withnine principal importers.While we enter into master sales agreements or purchaseorders with these customers that specify key terms such as product specifications,pricing,weight,delivery,and payment terms,such contracts may be written,oral,orimplied through customary business practices,and are

225、 typically subject to six-monthcredit terms,which may be extended for large projects.For the fiscal years ended December 31,2024 and 2023,we had 3 and 2 major customersrespectively,who accounted for more than 10%of our total purchases.For the yearended December 31,2024,3 suppliers accounted for appr

226、oximately 56.4%,22.2%,and17.43%of the total revenue.For the year ended December 31,2023,two customersaccounted for approximately 52,4%,and 21.4%of the total revenue,respectively.Due to this customer concentration,a loss of,or material reduction in orders from,any one of these key customerswhether du

227、e to customer-specific factors,marketconditions,shifts in demand,or deteriorating business relationships couldresult in a substantial decline in our revenue.In addition,if any of our majorcustomers were to delay payment or become unable to meet their financial obligations,it could adversely affect o

228、ur liquidity and cash flow.Our dependence on a smallgroup of customers exposes us to increased risks and limits our ability to mitigatedownturns in specific customer segments or geographic regions.If we are unable to maintain our existing customer relationships,or if we fail toattract new customers

229、to diversify our client base,our business,financialcondition,and results of operations may be materially and adversely affected.Our reliance on customers located in China and Hong Kong exposes us tosignificant geopolitical,regulatory,and economic risks that couldadversely affect our business operati

230、ons and financial performance.We currently depend on a limited number of long-term importers based in China andHong Kong for the sale of our processed metal products.The evolving political andlegal landscape in China and Hong Kong,has introduced heightened legal andregulatory uncertainties for busin

231、esses.Both China and Hong Kong maintain distinctimport regulations,customs122025/6/10 09:19sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htmhttps:/www.sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htm20/140Table of Contentspolicies,and environmental standa

232、rds.Sudden changes in import licensing rules,inspection procedures,or restrictions on the import of scrap metal products coulddelay shipments,increase costs,or reduce demand for our products.While we arebased in the Philippines,broader geopolitical tensions involving Chinasuch asits relations with n

233、eighboring countries in the Asia-Pacific region couldindirectly impact trade routes,port access,or cross-border logistics efficiency,thereby affecting our ability to deliver products in a timely manner.Economicslowdowns,policy shifts,or financial instability within China and Hong Kong canalso lead t

234、o decreased demand for our products,payment delays,or defaults by ourcustomers.Such economic fluctuations can have a direct adverse effect on our revenueand profitability.We may face operational,regulatory,and reputational risks related toenvironmental compliance,workplace safety,and the handling of

235、 wastematerials.Our operations involve the processing of waste materials,including importedindustrial residues that have undergone preliminary detoxification prior totransportation.While these materials are delivered to us in a secured manner,and weimplement emission control systems during the incin

236、eration and processing phases,ouractivities may still pose certain environmental and safety risks.We are subject to Philippine environmental,and safety regulations governingemissions,waste handling,and workplace safety.These regulations may become morestringent over time,potentially requiring us to

237、upgrade our facilities,adopt newtechnologies,or incur higher compliance costs.Any failure to comply with theseregulations,or any perception of inadequate handling of materials,could result infines,operational delays,or reputational damage.In addition,the sorting of scrap materials presents inherent

238、occupational safetyrisks.Although we have adopted workplace safety protocols,any lapse or accidentcould disrupt operations,lead to regulatory scrutiny,or expose us to liability.Furthermore,inconsistent quality or composition of scrap materials,and any delaysor disruptions in logistics,could impact o

239、ur processing efficiency and operatingmargins.We do not have any commercial insurance coverage.Our company does not currently maintain any insurance coverage,which exposes us tosignificant operational and financial risks.As a metal scrap processing companyoperating in the Philippines,we are highly d

240、ependent on our large workforce.In theevent of accidents,workplace injuries,or other unforeseen incidents,the absence ofinsurance could result in substantial financial liabilities and disruptions to ouroperations.Additionally,without insurance,we face increased risks related toproperty damage,equipm

241、ent failures,and potential legal claims,all of which couldseverely impact our business.This lack of insurance coverage may also affect ourability to attract and retain employees,further jeopardizing our operationalstability and growth prospects.Consequently,our financial condition,results ofoperatio

242、ns,and overall business prospects could be materially and adversely affectedby our lack of insurance.To mitigate against such risk,we have outsourced our property security toprofessional safety officers who conduct regular,daily patrols to prevent emergencysituations.All employees are provided with

243、fully paid social insurance,whichincludes coverage for medical care and accident insurance.We may be subject to litigation and regulatory investigations andproceedings and may not always be successful in defending ourselves againstsuch claims or proceedings.Along with the growth and expansion of our

244、 business,we may be involved inlitigation,regulatory proceedings,and other disputes arising outside the ordinarycourse of our business.Such litigation and disputes may result in claims for actualdamages,freezing of our assets,diversion of our managements attention andreputational damage to us and ou

245、r management,as well as legal proceedings againstour directors,officers,or employees,and the probability and amount of liability,if any,may remain unknown for long periods of time.In market downturns,the numberof legal claims and the amount of damages sought in litigation and regulatoryproceedings m

246、ay increase.Our clients may also be involved in litigation,investigation or other legal proceedings,some of which may relate to deals that wehave advised,whether or not there has been any fault on our part.Our future strategic acquisitions,investments and partnerships could posevarious risks,increas

247、e our leverage,dilute existing shareholders andsignificantly impact our ability to expand our overall profitability.Acquisitions involve inherent risks,such those relating to increased leverage anddebt service requirements and post-acquisition integration challenges,which couldhave a material and ad

248、verse effect on our results of operations and/or cash flow andcould strain our human resources.We may be unable to successfully implementeffective cost132025/6/10 09:19sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htmhttps:/www.sec.gov/Archives/edgar/data/2034723/00012139002505

249、2277/ea0208103-07.htm21/140Table of Contentscontrols or achieve expected synergies as a result of a future acquisition.Acquisitions may result in our assumption of unexpected liabilities and the diversionof managements attention from the operation of our business.Acquisitions may alsoresult in our h

250、aving greater exposure to the industry risks of the businessesunderlying the acquisition.Strategic investments and partnerships with othercompanies expose us to the risk that we may not be able to control the actions of ourinvestees or partners,which could decrease the amount of benefits we realize

251、from aparticular relationship.We are also exposed to the risk that our partners instrategic investments and infrastructure may encounter financial difficulties thatcould lead to a disruption of investee or partnership activities,or an impairment ofassets acquired,which could adversely affect future

252、reported results of operationsand shareholders equity.Acquisitions may subject us to new or differentregulations or tax consequences which could have an adverse effect on our operations.In addition,we may be unable to obtain the financing necessary to completeacquisitions on attractive terms or at a

253、ll.If we raise additional funds throughfuture issuances of equity or convertible debt securities,our existing shareholderscould suffer significant dilution,and any new equity securities we issue could haverights,preferences and privileges superior to those of holders of our Class AOrdinary Shares.Fu

254、ture equity financings would also decrease our earnings per shareand the benefits derived by us from such new ventures or acquisitions might notoutweigh or exceed their dilutive effect.Any additional debt financing we securecould involve restrictive covenants relating to our capital raising activiti

255、es andother financial and operational matters,which may make it more difficult for us toobtain additional capital or to pursue business opportunities.Realization of any ofthe foregoing risks associated with future strategic acquisitions,investments andpartnerships could materially and adversely affe

256、ct our business,results ofoperations and financial condition.As of the date of this prospectus,we have not identified any specific acquisition,investment,or partnership target.Any failure by the VIEs or their shareholders to perform their obligationsunder our Contractual Arrangements with them would

257、 have a material andadverse effect on our business.If the VIEs or their shareholders fail to perform their respective obligations underthe Contractual Arrangements,we may have to incur substantial costs and expendadditional resources to enforce such arrangements.We may also have to rely on legalreme

258、dies under Philippine law,including seeking specific performance or injunctiverelief,and contractual remedies,which we cannot assure you will be sufficient oreffective under Philippine law.For example,if the shareholders of the VIEs were torefuse to transfer their equity interests in the VIEs to us

259、or our designee if weexercise the purchase option pursuant to these Contractual Arrangements,or if theywere otherwise to act in bad faith toward us,then we may have to take legal actionsto compel them to perform their contractual obligations.In addition,if any thirdparties claim any interest in such

260、 shareholders equity interests in the VIEs,ourability to exercise shareholders rights or foreclose the share pledge according tothe Contractual Arrangements may be impaired.If these or other disputes between theshareholders of the VIEs and third parties were to impair our control over the VIEs,our a

261、bility to consolidate the financial results of the VIEs would be affected,whichwould in turn result in a material adverse effect on our business,operations andfinancial condition.These Contractual Arrangements are governed by and interpreted in accordance with thelaws of the Philippines.The legal sy

262、stem in the Philippine is still developing.As aresult,uncertainties in the Philippine legal system could limit our ability toenforce these Contractual Arrangements.Further,there are very few precedents andlittle formal guidance as to how Contractual Arrangements in the context of aconsolidated VIE s

263、hould be interpreted or enforced under Philippine law.There remainsignificant uncertainties regarding the ultimate outcome of such arbitration shouldlegal action become necessary.In addition,under Philippine law,rulings byarbitrators are final and parties cannot appeal the arbitration results in cou

264、rts,and if the losing parties fail to carry out the arbitration awards within aprescribed time limit,the prevailing parties may only enforce the arbitration awardsin Philippine courts through arbitration award recognition proceedings,which wouldrequire additional expenses and delay.In the event we a

265、re unable to enforce theContractual Arrangements,or we experience significant delays or other obstacles inthe process of enforcing these Contractual Arrangements,we may not be able to exerteffective control over the VIEs and may lose control over the assets owned by them.As a result,we may be unable

266、 to consolidate the consolidated financial statements ofthe Philippine operating entities and our ability to conduct business may benegatively affected.Our executive officers do not have any prior experience conducting aninitial public offering and have limited experience with management of apublic

267、company.Our executive officers do not have any experience conducting an initial publicoffering and have limited experience managing a public company.Consequently,we maynot be able to raise any funds or run our public company successfully.If we are notable to raise sufficient funds,we may not be able

268、 to fund our operations as planned,and our business will suffer and your investment may be materially adverselyaffected.Also,our executive officers lack of experience managing a public companycould cause you to lose some or all of your investment.142025/6/10 09:19sec.gov/Archives/edgar/data/2034723/

269、000121390025052277/ea0208103-07.htmhttps:/www.sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htm22/140Table of ContentsAny lack of requisite approvals,licenses or permits applicable to ourbusiness,or any non-compliance with relevant laws and regulations,mayhave a material and ad

270、verse effect on our business,financial condition,results of operations and prospects.Our business is subject to governmental supervision and regulation by variousgovernmental authorities including,but not limited to,Bureau of Internal RevenuePhilippines,Securities and Exchange Commission,Department

271、of Trade and IndustryPhilippines,and various local government units.See“Government Regulations.”Suchgovernment authorities promulgate and enforce laws and regulations that cover avariety of business activities that our operations concern.These regulations ingeneral regulate the entry into,the permit

272、ted scope of,as well as approvals,licenses and permits for,the relevant business activities.In addition to obtaining necessary approvals,licenses and permits for conducting ourbusiness,we must comply with relevant laws and regulations.Our businesses,wastematerials and scrap metal resource recovery,a

273、re subject to various and complex lawsand regulations,extensive government regulations and supervision.We may not befully informed of all and new requirements under relevant laws and regulations in atimely manner,and even if we become aware of new requirements,due to uncertaintiesin their interpreta

274、tions and implementation,it will be difficult for us to determinewhat actions or omissions would be deemed as violations of applicable laws andregulations.We may also not be able to respond to evolving laws and regulations andtake appropriate action in time to adjust our business model.As a result,w

275、e may bein violation or non-compliance with such laws and regulations.Due to the uncertainties in the regulatory environment of the industries in which weoperate,there can be no assurance that we have obtained or applied for all theapprovals,permits and licenses required for conducting our business

276、and allactivities in the Philippines,or that we would be able to maintain our existingapprovals,permits and licenses or obtain any new approvals,permits and licenses ifrequired by any future laws or regulations.If we fail to obtain and maintainapprovals,licenses or permits required for our business,

277、or to comply with relevantlaws and regulations,we could be subject to liabilities,fines,penalties andoperational disruptions,or we could be required to modify our business model,whichcould materially and adversely affect our business,financial condition and resultsof operations.Any adverse material

278、changes to the Philippines market(whether localizedor resulting from global economic or other conditions)such as theoccurrence of an economic recession,pandemic or widespread outbreak of aninfectious disease,could have a material adverse effect on our business,results of operations and financial con

279、dition.Since 2014,all of our revenue was derived from our operations in Philippines.Anyadverse circumstances affecting the Philippines market,such as an economicrecession,epidemic outbreak or natural disaster or other adverse incident,mayadversely affect our business,financial condition,results of o

280、perations andprospects.Any downturn in the industry which we operate in resulting in thepostponement,delay or cancellation of contracts and delay in recovery of receivablesis likely to have an adverse impact on our business and profitability.Uncertain global economic conditions have had and may cont

281、inue to have an adverseimpact on our business in the form of lower net sales due to weakened demand,unfavorable changes in product price/mix,or lower profit margins.For example,global economic downturns have adversely impacted some of our dealers who areparticularly sensitive to business and consume

282、r spending.An epidemic or outbreak of communicable diseases may also adversely affect ourbusiness,financial condition,results of operations and prospects.The COVID-19epidemic resulted in a global health crisis,causing disruptions to social andeconomic activities,business operations and supply chains

283、 worldwide,including inPhilippines.Measures taken by the Philippines government to tackle the spread ofCOVID-19 have included,among others,border closures,quarantine measures andlockdown measures.In the event of a resurgence of COVID-19,if a substantial number of our employeesare infected with and/o

284、r are suspected of having COVID-19,and our employees arerequired to be quarantined and/or hospitalized,this may disrupt our ability tomanage our business which may have a material adverse effect on our businessoperations and reputation of our Group.We may be affected by disruptions to our production

285、.Our production site in the Philippines is subject to adverse weather conditions,including rainfall,flood and typhoons,which could disrupt our operations.Theseweather conditions may cause damage to infrastructure,including walls,roads,andother facilities at our plant,necessitating costly repairs and

286、 maintenance.Theoccurrence of any of the above events152025/6/10 09:19sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htmhttps:/www.sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htm23/140Table of Contentsmay cause us to stop or suspend our production process

287、,which would have an adverseimpact on our business,financial position and profitability.While we haveimplemented measures to mitigate these risks,such as reinforcing infrastructure androads,we cannot assure that these measures will be sufficient to prevent significantoperational disruptions or finan

288、cial losses.If we are unable to effectively managethese risks,our business,financial condition,and results of operations could bematerially and adversely affected.We may regularly encounter potential conflicts of interest,and our failureto identify and address such conflicts of interest could advers

289、ely affectour business.We face the possibility of actual,potential,or perceived conflicts of interest inthe ordinary course of our business operations.Conflicts of interest may existbetween(i)us and our clients;(ii)our clients;(iii)us and our employees;(iv)our clients and our employees or(v)us and o

290、ur major shareholders.As weexpand the scope of our business and our client base,it is critical for us to beable to address timely potential conflicts of interest,including situations wheretwo or more interests within our businesses naturally exist but are in competition orconflict.We have put in pla

291、ce internal control and risk management procedures thatare designed to identify and address conflicts of interest,including a procedure forpresenting potential conflicts of interest to the audit committee of our Board ofDirectors.However,appropriately identifying and managing actual,potential,orperc

292、eived conflicts of interest is complex and difficult,and our reputation and ourclients confidence in us could be damaged if we fail,or appear to fail,to dealappropriately with one or more actual,potential,or perceived conflicts of interest.It is possible that actual,potential,or perceived conflicts

293、of interest could alsogive rise to client dissatisfaction,litigation,or regulatory enforcement actions.Regulatory scrutiny of,or litigation in connection with,conflicts of interest couldhave a material adverse effect on our reputation,which could materially andadversely affect our business in a numb

294、er of ways,including a reluctance of somepotential clients and counterparties to do business with us.Any of the foregoingcould materially and adversely affect our reputation,business,financial condition,and results of operations.A conflict of interest occurs when an individuals private interest(or t

295、he interestof a member of his or her family or close friend(s)or business associate(s)interferes,or even appears to interfere,with the interests of our company as awhole.A conflict of interest can arise when an employee,officer or Director(or amember of his or her family or a close friend(s)or busin

296、ess associate(s)takesactions or has interests that may make it difficult to perform his or her work forour Company objectively and effectively.Conflicts of interest also arise when anemployee,officer or Director(or a member of his or her family or closefriend(s)or business associate(s)receives impro

297、per personal benefits as a resultof his or her position in our Company.Directors and executive officers must seek determinations and prior authorizations orapprovals of potential conflicts of interest exclusively from our audit committee.All other employees are required to approach our Chief Executi

298、ve Officer or our ChiefFinancial Officer if they have any questions about reporting a suspected conflict ofinterest.Risks Related to Doing Business in PhilippinesWe may face political and social instability.Potential foreign investors should take into consideration the political and socialenvironmen

299、t in the Philippines and its current international conflicts.This isbecause any change in the political and international relations of the Philippinescould affect its business operations in the Philippines.Recently,the Republic of the Philippines and the Peoples Republic of China havebeen in a dispu

300、te in the West Philippine Sea(also known as the South China Sea).Thedispute is a complex geopolitical issue with significant implications for regionalstability,maritime security,and international law.The most recent development concerning this matter involves a confrontation betweenthe Philippine co

301、ast guard and their Chinese counterparts.According to a statementfrom a Philippine government task force,China Coast Guard and Chinese MaritimeMilitia vessels engaged in acts of harassment,obstruction,and dangerous maneuversduring a routine resupply and rotation mission.The statement reported that d

302、uringthe incident,two China Coast Guard ships fired water cannons at Unaizah May4,amilitary chartered boat carrying replacement soldiers and supplies to Second ThomasShoal,where Filipino troops are stationed on a grounded Philippine navy vessel,theBRP Sierra Madre.Second Thomas Shoal,also called the

303、 Ayungin Shoal,serves as thelocation for BRP Sierra Madre,a navy vessel deliberately grounded on the sandbank in1999 to assert the Philippines claim in the West Philippine Sea.162025/6/10 09:19sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htmhttps:/www.sec.gov/Archives/edgar/da

304、ta/2034723/000121390025052277/ea0208103-07.htm24/140Table of ContentsBefore this incident,there were numerous harassments made by the Chinese coast guardto the boats of Philippine fishermen and the Philippine coast guard.These incidentswere aggravated by the Chinese government in insisting that form

305、er President RodrigoDuterte entered a“secret deal”with China wherein he purportedly relinquished thedisputed territory in the West Philippine Sea to China and agreed not to have anyrepairs done on BRP Sierra Madre.Due to the rising tension in the West Philippine Sea the Philippines,together withthe

306、American,Australian and French forces,began the Balikatan 2024 in the WestPhilippine Sea.According to Lt.Den Jurney during the opening ceremony of theBalikatan exercise,“Balikatan is more than an exercise;its a tangibledemonstration of our shared commitment to each other.It matters for regional peac

307、e,it matters for regional stability,”When we increase our mutual response and defensecapabilities,we strengthen our ability to promote regional security and protect ourshared interests.”Moreover,the Philippines has experienced various terrorist attacks in thepast years,with the Armed Forces of the P

308、hilippines engaged in conflicts withgroups responsible for kidnapping and terrorism within the country.Additionally,bombings have occurred primarily in urban areas in the southern region of thePhilippines.The escalation of the tension in the West Philippine Sea and the frequency,severity,or geograph

309、ic extent of these terrorist activities could unsettle the Philippines andhave detrimental effects on the nations economy.We cannot guarantee the stabilityof the political landscape in the Philippines or the economic policies pursued by thecurrent or future administrations,which may impact the regul

310、atory framework forretail and trade industries.Inflation in the Philippines could negatively affect our profitability andgrowth.The economy of the Philippines experienced significant growth,leading to inflationand increased costs.The annual inflation rate in the Philippines eased to 2.1%inFebruary 2

311、025,down from 2.9%in the previous two months,marking the lowest levelsince September 2024.For 2024,The country recorded an average inflation rate of3.2%,lower than the annual average rate of 6%in 2023.In year 2022,the averageinflation rate was 5.8%.High inflation and monetary tightening are likely t

312、o soonweigh more significantly on domestic activity,which can negatively impact purchasingpower and lead to tough financial decisions for company.Inflation refers to a broadrise in the prices of raw material and products over time,eroding purchasing powerfor company but in another way increasing rev

313、enue.The fluctuation of price of rawmaterial effects the stability of supply chain that may play negative impact to ouroperation.Our operations in the Philippines are exposed to inflationary pressures,which havebeen exacerbated by global supply chain disruptions,rising energy costs,and localeconomic

314、 factors.Inflation could lead to higher costs for materials,labor,andservices,affecting the Companys operating expenses and margins if these increasescannot be passed on to customers.We may face customs restrictions for the importation and exportation ofmetals.Every business engaged in the importati

315、on and exportation of goods is subject toregulatory framework marked by complexity and possible operational intricacies.Theimportation process is contingent upon meticulous compliance with a spectrum ofregulations,encompassing customs procedures,health and safety standards,andadherence to evolving g

316、overnmental policies.Yoda Metal is a retail and trading company.One of its primary purposes is to engagewith the exportation and importation of all kinds of metal scrap,goods,wares,merchandise,or products whether natural or artificial.Therefore,it is subject tothe rules and regulations of the Philip

317、pines with respect to its importation andexportation activities.Yoda Metals importation and exportation of metals should comply with the relevantdirectives and regulations of the Bureau of Customs(BOC).Republic Act.No.10863,also referred to as the Customs Modernization and Tariff Act(CMTA),revised t

318、heTariff and Customs Code of the Philippines,and serves as the primary law governingthe importation and exportation process in the Philippines.Pursuant to Sec.104 of the CMTA,all goods imported into the Philippines,shall besubject to duty upon importation,including goods previously exported from the

319、Philippines,unless otherwise exempted by the CMTA or other special laws.172025/6/10 09:19sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htmhttps:/www.sec.gov/Archives/edgar/data/2034723/000121390025052277/ea0208103-07.htm25/140Table of ContentsIt must be noted that an imported p

320、roduct can be classified either as:(a)FreeImportation and Exportationgoods that may be freely imported into and exportedwithout the need for other permits,licenses,and clearances;(b)RegulatedImportation and Exportationgoods which are subject to regulation and requiresprior declaration,clearances,lic

321、enses;(c)Restricted Importation andExportationgoods which are generally prohibited unless the law grants a specialexemption;and(d)Prohibited Importation and Exportation goods which areexpressly prohibited.One of the prohibited importations,as stated in Sec.118(d)of RA 10863,is any goods manufactured

322、 in whole or in part of gold,silver orother precious metals or alloys and the stamp,brand or mark does not indicate theactual fineness of quality of the metals or alloys.In the metal and steel processing and trading sector,Yoda Metal must adhere torigorous regulations encompassing environmental stan

323、dards,import and exportprotocols,and trade guidelines.Securing the requisite permits and abiding by theregulations are fundamental aspects of its operations.It is crucial to acknowledgethe dynamic nature of the legislative and regulatory framework within which weoperate.Changes,whether in the form o

324、f new laws,amendments,or shiftinginterpretations,may lead to increased operational expenses or necessitateadjustments in its business methodologies.Our ability to source our products efficiently and cost-effectively couldbe negatively impacted if new trade restrictions are imposed,existingtrade rest

325、rictions become more burdensome or relationships with exportersare impaired or terminated.The Philippine Constitution has a mandate that certain industries be wholly owned byFilipinos or majority of its ownership is held by Filipinos.Foreign InvestmentsActof1991 was also enacted to limit the amount

326、of investment permitted to foreigninvestors.Failure to comply with the foreign ownership restrictions mandated by the PhilippineConstitution and relevant laws can result in significant legal and financialrepercussions for the Company.Non-compliance may lead to the imposition of severepenalties,inclu

327、ding fines,suspension or revocation of business permits andlicenses.Additionally,the company could be subject to legal actions initiated byregulatory bodies or affected third parties,which could result in costly litigationand damage to the companys reputation.This non-compliance could also hinder th

328、ecompanys ability to raise capital,expand operations,and attract future foreigninvestment,thereby adversely affecting its financial performance and growthprospects.It may be difficult for you to enforce any judgment obtained in theUnited States against us,our Directors,Executive Officers or ouraffil

329、iates.One and one Cayman is a Cayman Island exempted company with limited liability and itconducts its operations through Contractual Arrangements with operating entities inthe Philippines.All of our directors and executive officers reside outside theUnitedStates.In addition,all of our assets are lo

330、cated outside the UnitedStates.As a result,it may be difficult to enforce in the United States any judgmentobtained in the United States against us or any of these persons,includingjudgments based upon the civil liability provisions of the U.S.securities laws.Inaddition,in original actions brought i

331、n courts in jurisdictions located outside theUnitedStates,it may be difficult for investors to enforce liabilities based uponU.S.securities laws.As of the date of this prospectus,there is no treaty between the UnitedStates andthe Philippines providing for the reciprocal recognition and enforcement o

332、f judgmentsin civil and commercial matters and a final judgment for the payment of moneyrendered by any federal or state court in the United States based on civilliability,whether or not predicated solely upon the federal securities laws,would,therefore,not be automatically enforceable in the Philip

333、pines.It is not clearwhether a Philippines court may impose civil liability on us,our directors and/orexecutive officers who reside in the Philippines in an action brought in thePhilippine courts against us or such persons with respect to a violation solely ofthe federal securities laws of the UnitedStates.Under Philippine jurisprudence,judgment or orders by US courts could be recognizedby Philipp