One and one Green Technologies INC-A美股招股说明书(2025-10-09版)

2,000,000 Class A Ordinary Shares Thisis the initial public offering(the“Offering”)of the ClassAordinaryshares,par value$0.0001 per share(the“Class A Ordinary Shares”)of One and oneGreenTechnologies.INC(“One and one Cayman”or the“Company”).We are offering2,000,000Class A Ordinary Shares,representing approximately 4.57%of the Class AOrdinaryShares following completion of the Offering.Theinitial public offeringprice is $5 per Class A Ordinary Share (the “Offering Price”). Our Class A OrdinaryShareshave been approved for listing on the Nasdaq Capital Market,or Nasdaq,underthesymbol“YDDL”.Prior to this Offering,there has been no public market for ourClass A Ordinary Shares. Weare 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 $0.0001 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 ClassA Ordinary Share is entitled toone(1)voteand each ClassBOrdinary Share is entitled to twenty(20)votes.Also, each ClassB Ordinary Share is convertible into one Class A Ordinary Shares atanytime,at the option of the shareholder thereof.Class A Ordinary Shares are notconvertible into ClassB Ordinary Shares. Upon(a)any sale,transfer,assignment or disposition of Class B Ordinary Shares toanyperson or entity that is not an affiliate of the shareholder there of,or(b)achange of control of the ultimate beneficial ownership of any Class B Ordinary Sharestoany person or entity who is not an affiliate of the shareholder of such Class BOrdinaryShares,the Class B Ordinary Shares will be automatically and immediatelyconverted into an equal number of Class A Ordinary Shares. Immediatelyafter this Offering,Ms.Caifen Yan,the Chairman of the Board andDirectorof the Company,through One and one International Limited,will ownapproximately91.93%of the aggregate voting power of our issued and outstandingClassA and Class B Ordinary Shares as a group.Therefore,Ms.Yan,through One andOneInternational Limited,will have the ability to determine all matters requiringapproval by shareholders. As a result, we expect to be a “controlled company” withinthemeaning of rule 5615(a)(7)ofNasdaq Stock Market LLC.See section titled“Prospectus Summary—Implications of Being a Controlled Company”. Oneand one Cayman is a holding company that is incorporated in the Cayman Islands.Asa holding company with no operations,One and one Cayman conducts all of theoperationsthrough One and one International HK Limited,or One and one HK,ourwhollyowned subsidiary in Hong Kong,which in turn conducts its operations throughcontractual arrangements (the “Contractual Arrangements”) with operating entities inthePhilippines.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. Investingin our Class A Ordinary Shares involves a high degree of risk,includingthe risk of losing your entire investment. Before buying any Class A Ordinary Shares,youshould carefully read the discussion of material risks of investing in Class AOrdinary Shares and the Company. See section titled “Risk Factors” beginning on page11for a discussion of information that should be considered in connection with aninvestment in our Class A Ordinary Shares. One 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 operatingentitiesin the Philippines,namely,Yoda Metal and Craft Trading and Services Corp.(“YodaMetal”)and DL Metal Corporation(“DL Metal”),which we refer to as theVIEs. Table of Contents Oneand one Cayman relies on the Contractual Arrangements with the VIEs to control100% of their ownership interests, receive the economic benefits of their operations,andcontrol most aspects of their operations through its intermediary holdingcompany,One and one HK.Investors in our Class A Ordinary Shares should be awarethatthey will not,and may never,directly hold equity interests in the VIEs or theintermediaryholding company,One and one HK,but rather are purchasing equityinterestssolely of One and one Green Technologies.INC,the Cayman Islands holdingcompany. Tothe 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 useoutsideof Hong Kong due to interventions in,or the imposition of restrictions andlimitationson,the ability of our company,our subsidiary,or the VIEs by the PRCgovernment,to transfer cash or assets.While the PRC laws and regulations do notcurrentlyhave any material impact on transfers of cash from One and one