One and one Green Technologies. INC (“One and one Cayman”) was incorporated in the Cayman Islands on April 17, 2024. On May 29, 2024, One and one Cayman established One and one International HK Limited (“One and One HK”), a wholly-owned subsidiary, as an investment holding company. One and one Cayman, through its subsidiary and two variable interest entities (“VIE”) (collectively, the “Company”), is primarily engaged in recycling, production, and trading of recycled scrap metals in the Republic of Philippines (the “Philippines”).

Reorganization

In preparation for its listing, a reorganization of the Company’s legal structure (the “Reorganization”) was completed on June 10, 2024. The Reorganization involved formation of One and one Cayman and One and one HK; and execution of a series of Contractual Arrangements between One and one HK and each of the shareholders of Yoda Metal and Crafts Trading and Services Corp. (“Yoda Metal”) and DL Metal Corporation (“DL Metal”), thereby establishing a VIE structure (Refer to Note 3 for details).

As a result of the Reorganization, One and one Cayman became the ultimate holding company of Yoda Metal and DL Metal through contractual agreements, rather than direct ownership. This Reorganization is considered a recapitalization under common control of the same group of shareholders before and after the reorganization. Therefore, the consolidation of One and one Cayman, its subsidiary, and the VIEs has been accounted for at historical cost and presented as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying unaudited interim condensed consolidated financial statements.

In October 2025, the Company completed its Initial Public Offering (“IPO”) and Nasdaq listing, resulting in the aggregate issuance of 2,300,000 Class A ordinary shares. Subsequently, on April 13, 2026, the Company closed a follow-on offering of 1,733,333 units. For further details regarding the terms and proceeds of these offerings, please refer to Note 12.

On June 10, 2024, the directors of Yoda Metal and DL Metal approved and adopted board resolutions whereby they irrevocably designated Hua Jun Yan as the authorized legal representative to sign and process any transaction for and on behalf of Yoda Metal and DL Metal. This authorization includes the use of electronic signatures for all directors as deemed necessary for any transactions.

On June 10, 2024, the Company’s wholly owned subsidiary, One and One HK, executed a series of Contractual Arrangement with each of the shareholders of Yoda Metal and DL Metal, establishing a variable interest entity (“VIE”) structure. These Contractual Arrangements include:

Exclusive Business Cooperation Agreements

Pursuant to the Exclusive Business Cooperation Agreement between (i) Yoda Metal and One and one HK, (ii) DL Metal and One and one HK, to provide Yoda Metal and DL Metal with technical support, consulting services and other management services relating to its day-to-day business operations and management, on an exclusive basis, utilizing its advantages in technology, business management and information. For services rendered to Yoda Metal and DL Metal by One and one HK under these agreement, One and one HK is entitled to collect a service fee that shall be calculated based upon service hours and multiple hourly rates provided by One and one HK. The service fee should approximately equal to Yoda Metal and DL Metal’s net profit.

The Exclusive Business Cooperation Agreement was executed on June 10, 2024, and has an initial term of ten years, expiring on June 10, 2034. Upon expiration of the initial term, the agreement automatically extends for successive ten-year terms unless One and one HK provides written notice of its intent not to renew. Yoda Metal (and DL Metal) do not have the right to terminate the agreement or block its automatic renewal. Furthermore, while One and one HK may terminate the agreement at any time by providing 30 days’ written notice, Yoda Metal is contractually prohibited from terminating the agreement unilaterally unless required by applicable law.

Exclusive Share Pledge Agreements

Under the Share Pledge Agreement between (i) One and one HK and each of the shareholders of Yoda Metal, and (ii) One and one HK and each of the shareholders of DL Metal, together holding 100% of the equity interests, of each Yoda Metal and DL Metal (“Yoda Metal and DL Metal Shareholders”), the Yoda Metal and DL Metal Shareholders pledged all of their equity interests in Yoda Metal and DL Metal to One and one HK to guarantee the performance of Yoda Metal and DL Metal’s obligations under the Exclusive Business Cooperation Agreement.

Under the terms of the Share Pledge Agreement, in the event that Yoda Metal and DL Metal breaches its contractual obligations under the Exclusive Business Cooperation Agreement, One and one HK, as pledgee, will be entitled to certain rights, including, but not limited to, the right to dispose of dividends generated by the pledged equity interests. The Yoda Metal and DL Metal Shareholders also agreed that upon occurrence of any event of default, as set forth in the Share Pledge Agreement, One and one HK is entitled to dispose of the pledged equity interest in accordance with applicable laws. The Yoda Metal and DL Metal Shareholders further agree not to dispose of the pledged equity interests or take any actions that would prejudice One and one HK’s interest.

The Share Pledge Agreement shall be effective until the full payment of the service fees under the Business Cooperation Agreement has been made and upon termination of Yoda Metal and DL Metal’s obligations under the Business Cooperation Agreement.

The purposes of the Share Pledge Agreement are to (1) guarantee the performance of Yoda Metal and DL Metal’s obligations under the Exclusive Business Cooperation Agreement, (2) ensure the shareholders of Yoda Metal and DL Metal do not transfer or assign the pledged equity interests, or create or allow any encumbrance that would prejudice One and one HK’s interests without One and one HK’s prior written consent and (3) provide One and one HK control over Yoda Metal and DL Metal.

Exclusive Option Agreement

Under the Exclusive Option Agreement, the shareholders of Yoda Metal and DL Metal irrevocably granted One and one HK (or its designee) an exclusive right to purchase, to the extent permitted under Philippines law, once or at multiple times, at any time, a portion or whole of the equity interests or assets in Yoda Metal and DL Metal held by the each of the entities’ shareholders. The purchase price is equal to the capital paid in by the Shareholders, adjusted pro rata for purchase of less than all of the Equity Interest and subject to any appraisal or restrictions required by applicable Philippine laws and regulations. The agreement will remain effective until all equity interests in Yoda Metal and DL Metal held by the shareholders of Yoda Metal and DL Metal are transferred or assigned to One and one HK or its designated person(s). The shareholders and Yoda Metal and DL Metal shall not have any right to terminate this agreement in any event unless otherwise required by Philippine laws.

As a result of these board resolutions and agreements, One and one HK has the power to direct the activities of Yoda Metal and DL Metal that most significantly impact their economic performance. Additionally, One and one HK has the right to receive benefits from Yoda Metal and DL Metal that could potentially be significant to Yoda Metal and DL Metal. Therefore, One and one HK is considered the primary beneficiary of Yoda Metal and DL Metal. Consequently, the financial results of Yoda Metal and DL Metal are consolidated into the financial statements of One and one HK in accordance with U.S. GAAP.

While the VIE structure allows for the consolidation of Yoda Metal and DL Metal, it also brings certain risks and uncertainties, and it is subject to significant scrutiny and could be impacted by regulatory changes including but not limited to:

Management regularly assesses the VIE arrangements to ensure compliance with existing laws and regulations and to evaluate any potential changes in circumstances that could affect the consolidation of the VIE entities.

The assets of the VIEs have not been pledged or used as collateral for other obligations and are solely for the VIEs’ own use and to settle their own obligations. The creditors of the VIEs can only claim against the assets of the VIEs and do not have the right to seek repayment from the Company’s assets.

Subsequent to June 30, 2026 and through the date of issuance of the unaudited interim condensed consolidated financial statements, the Company collected approximately $17.04 million of accounts receivable outstanding as of June 30, 2026, representing approximately 52% of the total accounts receivable balance as of June 30, 2026.

For the six months ended June 30, 2026 and 2025, the Company did not recognize any allowance for credit losses related to accounts receivable.

For the six months ended June 30, 2026 and 2025, no inventory write-down was recognized.

Raw materials represent the materials purchased readily for production and held by the Company in its warehouse.

Materials in transit represent the materials shipping on the road but not yet arrived at the warehouse of the Company. Under the shipment terms of FOB (Free on Board), the risk of loss and damage was transferred from the seller to the buyer when materials were loaded onto the vessel and are a trigger for the purchaser’s legal obligation to pay for the goods, which correspondingly brought the balance of materials in transit recorded under inventories.

Prepaid promotion service fees

On June 20, 2026, the Company made a $600,000 prepayment for marketing and promotion services covering an 18-month contract period through December 30, 2027. The Company amortizes this fee on a straight-line basis over the service period. As of June 30, 2026, $400,000 is classified within current assets, representing services to be received within the next 12 months, and the remaining unamortized balance of $200,000 is classified within other non-current assets.

Workshop consumables and production materials

The Company makes bulk purchases of workshop consumables, forklift parts, and production materials for use in its manufacturing facilities. As of December 31, 2025, the Company had advanced $690,135 as deposits for these bulk materials, which were classified as non-current assets due to expected delivery and consumption timelines extending beyond 12 months. Upon receipt, these materials are amortized using a straight-line method, with the amortization recorded as manufacturing overhead and capitalized into production costs. As of June 30, 2026, the remaining unamortized materials on hand of $457,729 are expected to be consumed within the next 12 months and are classified entirely within current assets.

On October 15, 2025, the Company provided an unsecured loan of $2,000,000 to a third party, Hong Kong Xinda Mining Resources Investment Holding Group Limited, to support the borrower’s general working capital needs.  The loan originally bore interest at 0.25% per month and was repayable by June 14, 2026. Pursuant to a supplementary agreement executed on June 15, 2026, the loan’s maturity date was extended to April 14, 2027, and the interest rate was amended to 0.3% per month. On January 15, 2026, the borrower repaid $200,000, which consisted of $140,000 in principal repayment, $40,000 for interest accrued up to January 14, 2026, and $20,000 in compensation interest. The outstanding loan receivable was $1,860,000 and $2,000,000 as of June 30, 2026 and December 31, 2025, respectively.

The Company evaluates the loan receivable for expected credit losses in accordance with the CECL model under ASC 326. In evaluating the collectability of the loan receivable, management considered the contractual terms of the loan, including the revised maturity date and interest rate, the borrower’s payment history, subsequent collections, and other available information relevant to the collectability of the outstanding balance. Based on management’s assessment, no allowance for credit losses was recorded as of June 30, 2026.

For the six months ended June 30, 2026 and 2025, no impairment loss was recognized for the Company’s property, plant and equipment.

Related party transactions

During the six months ended June 30, 2026, the Company recognized $340,860 as compensation expenses for key management personnel, including the Chief Executive Officer and Chief Operating Officer. Additionally, the Company paid $300,000 to settle accrued compensation due to Caifen Yan as of December 31, 2025, resulting in total payments of $640,860 to key management personnel.

No compensation expenses to key management personnel were recognized during the six months ended June 30, 2025.

Due to related parties

Amounts due to related parties primarily represent (i) funds advanced to or from Mr. Huajun Yan on behalf of the Company for working capital purposes, such as payment of staff salaries and service provider fees, and (ii) accrued but unpaid compensation to key management personnel, including salaries. These balances are non-interest bearing and have no fixed repayment terms.

As of June 30, 2026, the balance due to Mr. Huajun Yan consists both advances by him to the Company for working capital purposes and accrued compensation.

The Company calculates its interim income tax provision based on its estimated annual effective tax rate. The Company’s effective income tax rate for the six months ended June 30, 2026, and 2025, was 26.76% and 22.09%, respectively. This effective rate differs from the applicable statutory rates, primarily the Cayman Islands statutory rate of 0%, the Hong Kong two-tier statutory rates of 8.25% and 16.5%, and the Philippine statutory corporate income tax rates of 21% for 2026 (22% for 2025) for Yoda Metal and 20% for DL Metal, due to the mix of earnings generated in these jurisdictions. due to the mix of earnings generated in these jurisdictions.

The increase in the effective tax rate for the six months ended June 30, 2026, compared to the same period in 2025, was primarily driven by an increase in unbenefited expenses, specifically higher compensation and professional fees incurred by the Cayman Islands and Hong Kong entities, which reduced consolidated pre-tax income without providing a corresponding tax benefit.

The Company did not identify any material unrecognized tax benefits for the periods presented.

For the six months ended June 30, 2026, the Company did not have any material interest or penalties associated with tax positions. The Company did not have any significant unrecognized uncertain tax positions as of June 30, 2026 and December 31, 2025. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.

The increase of $1,187,420 in total taxes payable was primarily driven by lower VAT obligations, partially offset by higher accrued income tax liabilities due to increased profitability during the period. 

The Company operates in the Philippines, where applicable laws require both employers and employees to contribute to statutory benefit programs, including the Social Security System (“SSS”), the Home Development Mutual Fund (“Pag-IBIG Fund”), and the Philippine Health Insurance Corporation (“PhilHealth”).

Contributions to these programs are recognized as employee benefit expenses in the Company’s unaudited interim condensed consolidated financial statements and are determined based on applicable statutory contribution rates and salary levels, subject to prescribed caps.

The SSS provides social security benefits such as sickness, maternity, disability, retirement, and death benefits. The Pag-IBIG Fund provides housing-related and short-term financing programs as well as savings and dividend benefits. PhilHealth provides healthcare coverage, including inpatient and outpatient services.

The Company’s contributions to these statutory benefit programs were $17,222 and $5,454 for the six months ended June 30, 2026 and 2025, respectively.

Ordinary shares

The authorized share capital of the Company was US$50,000, divided into 500,000,000 ordinary shares with par value of $0.0001 each. On April 17, 2024, the Company issued 20,000,000 shares to shareholders at par value of $0.0001 per share.

On December 27, 2024, the board of directors approved additional issuance of 32,000,000 ordinary shares to existing shareholders at par value of $0.0001 per share on pro rata basis and redesignation of all the 10,203,960 issued and outstanding ordinary shares held by One and one International Limited into 10,203,960 Class B ordinary shares of a par value of USD0.0001 each; 41,796,040 issued and outstanding ordinary shares held by shareholders of the Company other than One and one International Limited and all the 448,000,000 unissued ordinary shares into 489,796,040 Class A ordinary shares of a par value of USD0.0001 each.

Holders of Class A ordinary shares and Class B ordinary shares have the same rights, except for voting and conversion rights. Each Class A ordinary share is entitled to one vote; and each Class B ordinary share is entitled to twenty votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

On October 10, 2025, the Company completed its Initial Public Offering (“IPO”) of 2,000,000 Class A ordinary shares, par value $0.0001 per share, at a public offering price of $5.00 per share. Subsequently, on October 24, 2025, the underwriters fully exercised their over-allotment option to purchase an additional 300,000 Class A ordinary shares, which closed on October 28, 2025. In aggregate, the Company issued 2,300,000 Class A ordinary shares resulting in total net proceeds of approximately $9.8 million, after deducting underwriting discounts, commissions, and other offering expenses of approximately $1.7 million.

On April 13, 2026, the Company closed a follow-on offering with three institutional investors for the sale of 1,733,333 units (the “Units”) at a purchase price of $7.50 per Unit. Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one warrant (the “Warrant”) to purchase one and one-half (1.5) Class A ordinary shares. The gross proceeds from the offering were $13.0 million After deducting underwriting discounts, commissions and other offering expenses totaling $1,174,487, the offering generated net proceeds of $11,825,513. The Company intends to utilize the net proceeds from the offering for working capital and general corporate purposes. In connection with the offering, the investors were granted the right, exercisable for a period of 45 days following the closing, to purchase up to an additional $3.0 million of Units on the same terms and conditions. The investors’ 45-day option to purchase the additional Units expired unexercised in May 2026. The warrants issued in the offering have not expired and remain outstanding. 

As of June 30, 2026, there are 45,829,373 Class A ordinary shares and 10,203,960 Class B ordinary shares issued and outstanding, As of December 31, 2025, there are 44,096,040 Class A ordinary shares and 10,203,960 Class B ordinary shares issued and outstanding.

Restricted net assets

The Company’s ability to pay dividends is contingent on receiving distributions from the VIEs. According to Philippine statutory laws and regulations, dividends can only be declared from the Company’s unrestricted retained earnings, if any, as determined by Philippine accounting standards. Consequently, the financial results presented in the Company’s unaudited interim condensed consolidated financial statements prepared under U.S. GAAP might differ from the financial results presented in the VIEs’ statutory financial statements.

Accumulated income represents the Company’s accumulated profits not distributed as dividends and not designated for specific purposes. While there is no statutory reserve requirement to allocate specific reserve funds, the Company cannot declare dividends if such action would render it insolvent or impair its capital. The board of directors has discretion to allocate profits to various reserves, such as contingency funds, expansion funds, or employee benefit funds.

The aforementioned restrictions do not necessarily prohibit the VIEs from transferring its net assets to the Company, and the agreements with the VIEs do not include clauses that restrict such distributions.

Warrants

In connection with the Company’s follow-on offering in April 2026, the Company issued several classes of warrants to purchase Class A ordinary shares. The contractual terms, allocations, and statuses of these warrants are detailed below:

Greenshoe Warrants: The Company granted warrants to purchase up to 400,000 Class A ordinary shares at an exercise price of $7.50 per share. These warrants carried a contractual expiration window of 45 days from the transaction closing date. In May 2026, these warrants expired unexercised in full. No shares were issued under this arrangement.

Common Investor Warrants: The Company issued warrants to purchase up to 2,600,001 Class A ordinary shares at an exercise price of $8.25 per share. Each warrant unit entitles the holder to purchase 1.5 Class A ordinary shares upon exercise. These warrants became fully exercisable upon issuance and expire in October 2029.

Placement Agent Warrants: The Company issued warrants to purchase up to 86,667 Class A ordinary shares to its placement agents at an exercise price of $9.00 per share. These warrants expire in October 2029. Pursuant to FINRA regulations, these warrants were subject to a mandatory 180-day lock-up period, which expire on October 10, 2026.

Currency Convertibility Risk

The VIEs in the Philippines primarily conducts business in Philippine Peso (PHP). While PHP is generally considered a convertible currency, there is a level of risk associated with its convertibility into other currencies. This risk arises from potential limitations on exchanging PHP, particularly for less common currencies or during periods of economic or political instability. Any future limitations could impact the Company’s ability to repatriate funds or settle obligations denominated in foreign currencies which could affect the Company’s operation. The Company continues to monitor the convertibility of PHP and assesses potential risks.

Foreign Currency Exchange Rate Risk

The VIEs in the Philippines principally transacts in Philippine Peso (PHP) for its revenues, expenses, assets, and liabilities. The exchange rate of the PHP can fluctuate due to changes in Philippine central bank policies, international economic conditions, and political developments. These fluctuations can impact the unaudited interim condensed consolidated financial statements through translation adjustments, which arise from translating the VIEs’ financial statements prepared in PHP into the Company’s reporting currency using the current exchange rate. Transaction gains (losses) may also occur due to the settlement of PHP-denominated transactions at exchange rates different from the rates used at the transaction date. The Company has not engaged in any foreign currency hedging strategies to hedge for foreign currency risk.

Credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, and accounts receivable.

The Company’s cash and cash equivalents were held by major financial institutions located in the Philippines. The Company believes these institutions to be of high credit quality. While deposits in these institutions are insured by the Philippine Deposit Insurance Corporation (PDIC) up to PHP 500,000 per depositor (not each individual account), this insurance coverage may not be sufficient to fully protect the Company’s cash balance in the event of a bank failure. As of June 30, 2026, the Company maintained cash balances that exceeded these insured limits by approximately $20,903. The Company acknowledges this limitation and considers the credit quality of the financial institutions a primary factor in mitigating the risk of loss.

Cybersecurity Risk

The Company relies on information technology (IT) systems and networks, including those managed by third-party service providers, to conduct its business, process financial transactions, and safeguard sensitive data. Cyberattacks, malicious software, ransomware, and other unauthorized intrusions are continuously evolving and becoming increasingly sophisticated. While the Company has implemented security protocols, internal controls, and monitoring systems designed to protect its IT infrastructure and proprietary information, these measures may not be entirely effective in preventing all security breaches or system failures.

A material compromise of the Company’s IT systems, or those of its third-party vendors, could result in the unauthorized disclosure, modification, or loss of sensitive information. Such an event could lead to significant operational disruptions, reputational harm, exposure to legal or regulatory actions, and substantial remediation costs. As of June 30, 2026, the Company had not experienced any material cybersecurity incidents that had a significant adverse effect on its business, financial condition, or results of operations.

For accounts receivable, the Company extends credit based on an evaluation of the customer’s or other parties’ financial condition, generally without requiring collateral or other security. In order to minimize the credit risk, the Company delegated a team responsible for credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. Further, at each balance sheet date, the Company assesses collectability and measures expected credit losses on a collective basis for a pool of assets when similar risk characteristics exist, or on an individual asset basis if similar risk characteristics do not exist. This estimation incorporates historical loss experience, current economic conditions, and reasonable and supportable forecasts to ensure adequate allowances for credit losses are recorded. In this regard, the Company considers that the Company’s credit risk for accounts receivable is significantly reduced.

Customer A and Customer B are separate legal entities and are under common control. Although Customer A and Customer B are presented separately in the table above, they represent a significant concentration of the Company’s revenues and accounts receivable.

For the six months ended June 30, 2026 and 2025, Customer A and Customer B, in aggregate, accounted for approximately 96.45% and 70.23% of the Company’s total revenues, respectively.

As of June 30, 2026 and June 30, 2025, Customer A and Customer B, in aggregate, accounted for approximately 97.81% and 100.00% of the Company’s total accounts receivable, respectively.

For the six months ended June 30, 2026, Customer A and Customer B accounted for 19.23% and 77.22% of the Company’s total revenues, respectively, and 19.55% and 78.26% of the Company’s total accounts receivable as of June 30, 2026, respectively.

For the six months ended June 30, 2025, Customer A, Customer B and Customer C accounted for 27.55%, 42.68% and 29.77% of the Company’s total revenues, respectively. As of June 30, 2025, Customer A and Customer B accounted for 33.40% and 66.60% of the Company’s total accounts receivable, respectively.

For the six months ended June 30, 2026, Supplier A and Supplier G accounted for 65.83% and 13.14% of the Company’s total purchase amount, respectively.

As of June 30, 2026, Supplier A and Supplier G accounted for 73.77% and 11.01% of the Company’s accounts payable, respectively.

For the six months ended June 30, 2025, Supplier A, Supplier B, Supplier C accounted for 41.37%, 17.25% and 10.74% of the Company’s total purchase amount, respectively.

As of June 30, 2025, Supplier A, Supplier B, Supplier D and Supplier E accounted for 18.58%, 42.54%, 10.75% and 10.42% of the Company’s accounts payable, respectively. 

Litigations and claims

To the best of the Company’s knowledge and based on information available as of June 30, 2026 and December 31, 2025, the Company is not involved in any material claims or legal actions arising from the ordinary course of business. However, the Company is exposed to various risks and uncertainties that could potentially result in litigation or claims in the future. The Company continuously evaluates these contingencies and will adjust its disclosures as necessary.

Environmental matters

The Company is subject to various environmental laws and regulations. While the Company has implemented policies and procedures to comply with these regulations, there may be instances of non-compliance that could result in potential environmental liabilities. As of June 30, 2026 and December 31, 2025, the Company is not involved in any liabilities for environmental remediation costs. However, the identification of environmental issues in the future, such as contamination or waste disposal could result in significant costs, which may have a material adverse effect on the Company’s financial condition.

Insurance coverage

The Company does not maintain insurance coverage for certain risks, including general liability, property damage, and employee-related claims. As a result, the Company may be exposed to significant financial losses in the event of such risks materializing. The absence of insurance coverage may have a material adverse effect on the Company’s financial condition and results of operations.

The Company continuously evaluates these contingencies based on the available information and will adjust its estimates and accruals as necessary.

During the year ended December 31, 2025, the Company modified its existing operating lease agreement for land located in San Rafael, Bulacan, Philippines. The modification effectively extended the lease period, resulting in a new non-cancellable term expiring on December 31, 2055.

In accordance with ASC 842, this extension was accounted for as a lease modification. Consequently, the Company remeasured the lease liability based on the extended future minimum lease payments and recognized a corresponding adjustment to the operating lease right-of-use (ROU) asset. Following this remeasurement, the total operating lease ROU asset and corresponding lease liability for this property were approximately $5.75 million. The modified lease agreement does not include additional options to extend the lease term.

The Company has evaluated subsequent events through the date of issuance of these unaudited interim condensed consolidated financial statements; there were no subsequent events occurred that would require recognition or disclosure in the Company’s unaudited interim condensed consolidated financial statements.