UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the year ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report:

For the transition period from _________ to _____________.

Commission file number: 001-42898

One and one Green Technologies. INC

(Exact name of Registrant as Specified in its Charter)

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of Incorporation or Organization)

1^st Diliman
San Rafael Bulacan, Philippines, 3008

(Address of Principal Executive Offices)

Caifen Yan

Tel: +63 919-0785532

1^st Diliman
San Rafael Bulacan, Philippines, 3008

(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 45,829,373 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) and 10,203,960 Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”) issued and outstanding as of December 31, 2025.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  ☐  No  ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes  ☐  No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes  ☒  No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17  ☐  Item 18  ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐  No  ☒

ONE AND ONE GREEN TECHNOLOGIES. INC

ANNUAL REPORT ON FORM 20-F

TABLE OF CONTENTS

CERTAIN TERMS AND CONVENSIONS

Unless otherwise indicated, in this annual report, the following terms shall have the meaning set out below:

Our operations are principally conducted through the VIEs located in the Philippines where PHP is the functional currency. This annual report contains translations of certain PHP amounts into US dollar amounts at specified rates solely for the convenience of the reader. All reference to “US dollars”, “USD”, “US$” or “$” are to United States dollars. All reference to “HK dollars”, “HKD”, or “HK$” are to Hong Kong dollars. Assets and liabilities are translated using the exchange rate at each balance sheet date’s period end rate. Revenue and expenses are translated using average rates prevailing during each reporting period, and shareholders’ equity is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component 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 annual report were made at the following rates:

Our year end is December 31. References to a particular “fiscal year” are to our year ended December 31 of that calendar year. Our audited consolidated financial statements (“CFS”) were prepared in accordance with the generally accepted accounting principles in the United States (the “U.S. GAAP”).

We obtained the industry, market and competitive position data in this annual report from our own internal estimates, surveys, and research as well as from publicly available information, industry and general publications and research, surveys and studies conducted by third parties. None of the independent industry publications used in this annual report were prepared on our behalf. Industry publications, research, surveys, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this annual report, and to risks due to a variety of factors, including those described under “Item 3. Key Information – D. Risk Factors.” These and other factors could cause results to differ materially from those expressed in these forecasts and other forward-looking information.

We have proprietary rights to trademarks used in this annual report that are important to our business, many of which are registered under applicable intellectual property laws. Solely for convenience, the trademarks, service marks and trade names referred to in this annual report are without the ^{®, ™} and other similar symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names.

This annual report contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in this annual report are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other person.

When used herein, the references to laws and regulations of “China” or the “PRC” are only to such laws and regulations of mainland China, excluding, for the purpose of this annual report only, Taiwan, Hong Kong and Macau.

FORWARD-LOOKING STATEMENTS

This annual report contains “forward-looking statements” for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that represent our beliefs, projections and predictions about future events. You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs.

These forward-looking statements are subject to various and significant risks and uncertainties, including those which are beyond our control. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should thoroughly read this annual report and the documents that we refer to herein with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements. We disclaim any obligation to update our forward-looking statements, except as required by law.

In addition, the new and rapidly changing nature of the display panel industry results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our industry. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not Applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

ITEM 3. KEY INFORMATION

Company Structure

Below is a chart illustrating our current corporate structure:

Holding Company Structure

One and one Cayman was incorporated on April 17, 2024, under the laws of the Cayman Islands. As of the date of this annual report, the authorized share capital of the Company is US$50,000 divided into 500,000,000 ordinary shares, consisting of 489,796,040 Class A Ordinary Shares and 10,203,960 Class B Ordinary Shares, of which 44,096,040 Class A Ordinary Shares and 10,203,960 Class B Ordinary Shares are issued and outstanding. The Company is a holding company and is currently not actively engaging in any business. You may never hold equity interests in the operating entities in the Philippines. Further, One and one Cayman receives the economic benefits of the operations of two VIEs in the Philippines through an intermediate holding company (i.e., One and one HK) pursuant to the Contractual Arrangements.

One and one HK was incorporated on May 29, 2024, under the laws and regulations in Hong Kong. One and one HK is a wholly owned subsidiary of the Company. One and one HK is a holding company and is currently not actively engaging in any business.

DL Metal was established on March 3, 2022, under the laws of the Philippines. Yoda Metal was established on March 20, 2014, under the laws of the Philippines. One and one HK controls 100% of Yoda Metal and DL Metal through the Contractual Arrangements.

Although we took every precaution available to effectively enforce the contractual and corporate relationship above, these Contractual Arrangements may still be less effective than direct ownership and that the Company may incur substantial costs to enforce the terms of these Contractual Arrangements. For example, the VIEs and their shareholders could breach the Contractual Arrangements with us by, among other things, failing to conduct their operations in an acceptable manner or taking other actions that are detrimental to our interests. If One and one Cayman had direct ownership of the VIEs, One and one Cayman would be able to exercise its rights as a shareholder to effect changes in the board of directors of the VIEs, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and operational level. However, under the current Contractual Arrangements, we rely on the performance by the VIEs and their shareholders of their obligations under the Contractual Arrangements to exercise our rights as the primary beneficiary of the VIEs. The shareholders of the VIEs may not act in the best interests of our company or may not perform their obligations under these contracts. As a legal matter, if the VIEs or their shareholders fail to perform their obligations under these Contractual Arrangements, One and one Cayman may have to incur substantial costs to enforce such Contractual Arrangements, and rely on legal remedies under Philippine laws, including contract remedies, which may be time-consuming, unpredictable and expensive. The Contractual Arrangements are governed by Philippine laws and provide for the resolution of disputes through arbitration in the Philippines. The legal environment in the Philippines is not as developed as in some other jurisdictions, such as the United States. As a result, uncertainties in the Philippine legal system could limit the ability of One and one Cayman to enforce these Contractual Arrangements. In the event One and one Cayman is unable to enforce these Contractual Arrangements, it may not be able to exert effective power as the primary beneficiary over the operating entities and it may be precluded from operating its business, which would have a material adverse effect on its financial condition and results of operations. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the Philippines would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state. For a detailed description of the risks related to the Contractual Arrangements with the VIEs, see “Item 3. Key Information—D. Risk Relating to Our Business.”

Philippines Regulatory Licenses, Permissions and Approvals

Detailed below are all of the major permits and licenses necessary for the Company to operate its business in the Philippines, the failure to possess any of which could have a material adverse effect on its business and operations. However, the materiality of the adverse effect would depend on a case to case basis. The Company is required to have its permits to operate as a corporation, and its branches would have its own permits. A large branch losing its permits would have a more significant effect on the Company as opposed to a small branch.

The Company believes that it has all the applicable and material permits and licenses necessary to operate its business as currently conducted and such permits and licenses are valid, subsisting, or pending renewal.

Regulation on Business in the Philippines

As mandated by the Local Government Code of 1991, city and municipal mayors are mandated to issue, suspend and revoke business licenses and permits. Thus, corporations operating within the jurisdiction of the cities and municipalities are required to secure a business permit.

Regulation on Waste Disposal in the Philippines

Under Sec. 4 of PD 1568 which created the Environmental Impact assessment system, “no person, partnership, or corporation shall undertake to operate any such declared environmentally critical project or area without first securing an Environmental Compliance Certificate.” ECC is required for any activities that potentially has significant environmental impact. The company has acquired the Environmental Compliance Certificate.

Regulation on Taxation in the Philippines

The National Internal Revenue Code subjects sole proprietorship, partnership and corporation to internal revenue taxes in the Philippines. These entities are required to register their businesses with the appropriate Bureau of Internal Revenue in order for them to issue official receipts, file taxes, and claim for tax credits or deductions.

Regulation on Corporations in the Philippines

The Revised Corporation Code of the Philippines mandates the Securities and Exchange Commission to register corporations, collect fees from the registering corporations, and prescribe reportorial requirements.

Regulation on Exportation and Importation in the Philippines

The Bureau of Customs (“BOC”) is mandated to supervise and control the egress and ingress of goods in the Philippines. Persons or entities who intend to engage in the business of exportation and importation are required to be registered with the BOC.

Regulations on Environmental Protection

The Philippines is known for its rich biodiversity and stunning natural landscapes. Due to rapid industrialization, urbanization, and unsustainable exploitation of natural resources, the Philippines faces significant environmental challenges. In response to these threats, the country has enacted a comprehensive set of environmental laws aimed at conserving its natural resources, protecting its ecosystems, and promoting sustainable development including Presidential Decree No. 1151, Republic Act No. 9729, Republic Act No. 6969, Republic Act No. 8749, Republic Act No. 9003 and Republic Act No. 9275. Potential foreign investors shall also comply with these environmental laws.

Foreign Investment Laws and Restrictions

Retail Trade Liberalization Act as Amended by R.A. 11595

Republic Act No. 8762, or the Retail Trade Liberalization Act of 2000 (“R.A. 8762”), as amended by Republic Act No. 11595, liberalized the Philippine retail industry to encourage Filipino and foreign investors to forge an efficient and competitive retail trade sector in the interest of empowering the Filipino consumer through lower prices, high quality goods, better services, and wider choices. It allowed non-Filipino citizens to participate in retail on a limited basis.

“Retail Trade” is defined by R.A. 8762, as amended by R.A. 11595, to cover any act, occupation, or calling of habitually selling direct to the general public any merchandise, commodities, or goods for consumption. Under R.A. 8762, as amended by R.A. 11595, Foreign-owned partnerships, associations, and corporations may, upon registration with the Securities and Exchange Commission (SEC), or in case of foreign-owned single proprietorships, upon registration with the Department of Trade and Industry (DTI), engage or invest in the retail trade business, under the following conditions:

The foreign retailer shall be required to maintain in the Philippines at all times the paid-up capital PhP 25 million, unless the foreign retailer has notified the SEC or the DTI, whichever is appropriate, of its intention to repatriate its capital and cease operations in the Philippines. The actual use in Philippine operations of the minimum paid-up capital shall be monitored by the SEC, or by the DTI, whichever is appropriate.

Failure to maintain in the Philippines the paid-up capital required in the preceding paragraph, prior to notification of the SEC or the DTI, whichever is appropriate, shall subject the foreign retailer to penalties or restrictions on any future trading activities/business in the Philippines.

For purposes of registration with the SEC or DTI, the foreign retailer shall submit a certification from the Bangko Sentral ng Pilipinas (BSP) of the inward remittance of its capital investment, or in lieu thereof, such other proof certifying that is capital investment is deposited and maintained in a bank in the Philippines.

The implementing rules and regulations (“IRR”) of R.A. 8762, as amended by R.A. 11595, provides that foreign investors or foreign retailers may acquire shares in existing and operating retail stores, publicly listed or not. A foreign retailer is defined as a foreign national, partnership, association, or corporation of which more than forty percent (40%) of the capital stock outstanding and entitled to vote is owned and held by such foreign national, engaged in retail trade.

Foreign-owned partnerships, associations and corporation, upon registration with the SEC; on in case of foreign-owned single proprietorships, upon registration with the Department of Trade and Industry (DTI), may engage or invest in retail trade, under the following conditions:

Foreign Investments Act of 1991

Republic Act No. 7042, otherwise known as the Foreign Investments Act of 1991 (“Foreign Investments Act”), liberalized the entry of foreign investment into the Philippines. As a general rule, there are no restrictions on extent of foreign ownership of export enterprises. In domestic market enterprises, foreigners can invest as much as one hundred percent (100%) equity except in areas included in the Foreign Investment Negative List. The latest Foreign Investment Negative List (Twelfth) maintains the prohibition of foreign equity for retail trade enterprises with paid-up capital of less than PhP25 million under R.A. 11595, amending R.A. 8762.

For the purpose of complying with nationality laws, the term “Philippine National” is defined under the Foreign Investments Act as any of the following:

For as long as the percentage of Filipino ownership of the capital stock of the corporation is at least 60% of the total shares outstanding and voting, the corporation shall be considered as a 100% Filipino-owned corporation.

Registration of Foreign Investments and Exchange Controls

Under current BSP regulations, an investment in Philippine securities must be registered with the BSP if the foreign exchange needed to service the repatriation of capital and/or the remittance of dividends, profits, and earnings derived from such shares is to be sourced from the Philippine banking system. If the foreign exchange required to service capital repatriation or dividend remittance will be sourced outside the Philippine banking system, registration with the BSP is not required. BSP Circular No. 471 issued on January 24, 2005 subjects foreign exchange dealers and money changers to RA No. 9160 (the Anti-Money Laundering Act of 2001, as amended) and requires these non-bank sources of foreign exchange to require foreign exchange buyers to submit supporting documents in connection with their application to purchase foreign exchange for purposes of capital repatriation and remittance of dividends.

Cash and Asset Flows through Our Organization

One and one Cayman is a holding company with no operations of its own. Its business operations are conducted through Contractual Arrangements between the intermediary holding company, One and one HK, and the VIEs in the Philippines. One and one Cayman is permitted under Cayman Islands laws to provide funding to its subsidiary in Hong Kong through loans or capital contributions without restrictions on the amount of the funds, subject to satisfaction of applicable government registration, approval and filing requirements. According to the Companies Ordinance of Hong Kong, a Hong Kong 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 instruments governing such debt may restrict its ability to pay dividends to One and one Cayman.

We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. The laws and regulations of the PRC do not currently have any material impact on transfer of cash from One and one Cayman to One and one HK or from One and one HK to One and one Cayman. There are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of HK dollar into foreign currencies and the remittance of currencies out of Hong Kong or across borders and to U.S. investors.

The Company’s business is conducted through the VIEs. Funds may be paid by the VIEs 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 funds necessary: (i) to pay dividends or cash distributions to its shareholders, (ii) to service 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 made from the VIEs to One and one HK and from One and one HK to One and one Cayman. For the fiscal years ended December 31, 2025 and 2024 and as of the date of this annual report, the VIEs have not made any transfers, loans, or distributions, and no transfers, dividends, and distributions have been made between One and one HK and VIEs, or to investors. We do not anticipate any difficulties or limitations on our ability to transfer cash between us, our subsidiary and VIEs. Other than the above discussed pursuant to the Contractual Arrangements, we do not have any cash management policies that dictate the amount of such funding among the Group and the VIEs.

3.A. [Reserved]

3.B. Capitalization and Indebtedness

Not Applicable.

3.C. Reasons for the Offer and Use of Proceeds

Not Applicable.

3.D. Risk Factors

Investing in our Class A Ordinary Shares is highly speculative and involves a significant degree of risk. You should carefully consider the following risks as well as all other information contained in this annual report, including the matters discussed under the headings “Forward-Looking Statements” and “Item 5. Operating and Financial Review and Prospects” before you decide to make an investment in our Class A Ordinary Shares. The risks discussed below could materially and adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the trading price of our Class A Ordinary Shares. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends, and you may lose all or part of your investment.

Such risks are not exhaustive. We may face additional risks that are presently unknown to us or that we believe to be immaterial as of the date of this annual report. Known and unknown risks and uncertainties may significantly impact and impair our business operations through our subsidiaries and VIEs in Hong Kong, and Philippines.

Risk Factors Summary

Our business is subject to numerous risks described in the section titled “Risk Factors” and elsewhere in this annual report. The main risks set forth below and others you should consider are discussed more fully in the section entitled “Risk Factors”, which you should read in its entirety.

Risks Related to Our Business

Risks Related to Doing Business in the Philippines

Risks Related to Our Corporate Structure

Risks Related to Our Class A Ordinary Shares

Risks Related to Our Business

We do not have a long operating history as an integrated group.

One and one Cayman was incorporated as a holding company on April 17, 2024. While the VIEs have been in operation since 2014, we do not have a long history of running an integrated group with standardized policies and procedures on which our past performance may be judged. Given our limited operating history as an integrated group and the rapidly evolving market in which we compete, we may encounter operational, financial and other difficulties as we establish and expand our operations, product and service developments, sales and marketing, technology and general and administrative capabilities.

We have limited experience operating as a standalone public company.

We have limited experience conducting our operations as a standalone public company. We may encounter operational, administrative, and strategic difficulties as we adjust to operating as a standalone public company. This may cause us to react more slowly than our competitors to industry changes and may divert our management’s attention from running our business or otherwise harm our operations.

In addition, since we are a public company, our management team will need to develop the expertise necessary to comply with the numerous regulatory and other requirements applicable to public companies, including requirements relating to corporate governance, listing standards and securities and investor relationships issues. As a standalone public company, our management will have to evaluate our internal controls system with new thresholds of materiality, and to implement necessary changes to our internal controls system. We cannot guarantee that we will be able to do so in a timely and effective manner.

We may incur losses in the future.

For the years ended December 31, 2025, and December 31, 2024, the Company recorded net income of $11,811,614 and $6,476,772, respectively. We anticipate that our operating expenses, together with the increased general administrative expenses of a public company, will increase in the foreseeable future as we seek to maintain and continue to grow our business, in particular retail store expansion, attract potential customers, and further enhance our service offering. Our expenses when expressed in US dollars also are exposed to increases due to depreciation of the Philippines Peso. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses. As a result of the foregoing and other factors, we may incur net losses in the future and may be unable to achieve or maintain sufficient cash flows or profitability on a quarterly or annual basis for the foreseeable future.

Our historical financial and operating results are not a guarantee of our future performance.

Our annual and periodic financial results vary from year to year and from period to period, in response to a number of factors that we cannot predict, such as general business outlook and sentiment, economic market conditions, employment rates, inflation and interest rates and consumer confidence. As such, we believe that our annual and periodic financial results are not a guarantee of our future economic performance and undue reliance should not be placed on such results for future speculative purposes.

We have a substantial supplier concentration with a limited number of suppliers accounting for a substantial portion of our total purchases. Changes or difficulties in our relationships with our suppliers and loss may harm our business and financial results.

We rely on a limited number of waste exporters and commercial agents as our suppliers. For the fiscal years ended December 31, 2025, and December 31, 2024, we had four and four major suppliers respectively, who accounted for more than 10% of our total purchases. For the year ended December 31, 2025, four suppliers accounted for approximately 38.9%, 13.3%, 12.3%, and 10.6% of the total purchases. For the year ended December 31, 2024, four suppliers accounted for approximately 45.7%, 12.6%, 10.7% and 10.5% of the total purchases.

Inherent risks exist whenever procurement is concentrated with a limited number of suppliers. Our suppliers may fail to meet their procurement obligations, which may adversely affect our business. We enter into supply contracts with our suppliers, typically lasting for one year with automatic one year extension absent either party’s objection. Both parties have the right to terminate the agreement upon notifying the other party in advance. There is no assurance that we can continue to maintain stable and long-term business relationships with any supplier. Failure to maintain existing relationships with the suppliers or to establish new relationships in the future could negatively affect the Company’s ability to deliver products to customers in a price advantageous and timely manner. If the Company is unable to obtain ample supply of waste metal materials from existing suppliers or alternative sources of supply, the Company may be unable to satisfy the orders from its customers, which could materially and adversely affect our business, results of operations and financial condition.

We are currently dependent on a small group of customers for most of our revenue and the loss of, or a significant reduction in purchases by, one or more of our principal customers could materially and adversely affect our business, 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. As of the date of this annual report, we have established cooperative relationships with nine principal importers. While we enter into master sales agreements or purchase orders with these customers that specify key terms such as product specifications, pricing, weight, delivery, and payment terms, such contracts may be written, oral, or implied through customary business practices, and are typically subject to six-month credit terms, which may be extended for large projects.

For the fiscal years ended December 31, 2025, and 2024, we had three and three major customers respectively, who accounted for more than 10% of our total revenue. For the year ended December 31, 2025, three customers accounted for approximately 26.8%, 48.8% and 24.4% of the total revenue, respectively. For the year ended December 31, 2024, three customers accounted for approximately 56.37%, 22.23%, and 17.43% of the total revenue.

Due to this customer concentration, a loss of, or material reduction in orders from, any one of these key customers — whether due to customer-specific factors, market conditions, shifts in demand, or deteriorating business relationships — could result in a substantial decline in our revenue. In addition, if any of our major customers were to delay payment or become unable to meet their financial obligations, it could adversely affect our liquidity and cash flow. Our dependence on a small group of customers exposes us to increased risks and limits our ability to mitigate downturns in specific customer segments or geographic regions.

If we are unable to maintain our existing customer relationships, or if we fail to attract new customers to diversify our client base, our business, financial condition, and results of operations may be materially and adversely affected.

Our reliance on customers located in China and Hong Kong exposes us to significant geopolitical, regulatory, and economic risks that could adversely affect our business operations and financial performance.

We currently depend on a limited number of long-term importers based in China and Hong Kong for the sale of our processed metal products. The evolving political and legal landscape in China and Hong Kong, has introduced heightened legal and regulatory uncertainties for businesses. Both China and Hong Kong maintain distinct import regulations, customs policies, and environmental standards. Sudden changes in import licensing rules, inspection procedures, or restrictions on the import of scrap metal products could delay shipments, increase costs, or reduce demand for our products. While we are based in the Philippines, broader geopolitical tensions involving China — such as its relations with neighboring countries in the Asia-Pacific region — could indirectly impact trade routes, port access, or cross-border logistics efficiency, thereby affecting our ability to deliver products in a timely manner. Economic slowdowns, policy shifts, or financial instability within China and Hong Kong can also lead to decreased demand for our products, payment delays, or defaults by our customers. Such economic fluctuations can have a direct adverse effect on our revenue and profitability.

We may face operational, regulatory, and reputational risks related to environmental compliance, workplace safety, and the handling of waste materials.

Our operations involve the processing of waste materials, including imported industrial residues that have undergone preliminary detoxification prior to transportation. While these materials are delivered to us in a secured manner, and we implement emission control systems during the incineration and processing phases, our activities may still pose certain environmental and safety risks.

We are subject to Philippine environmental, and safety regulations governing emissions, waste handling, and workplace safety. These regulations may become more stringent over time, potentially requiring us to upgrade our facilities, adopt new technologies, or incur higher compliance costs. Any failure to comply with these regulations, or any perception of inadequate handling of materials, could result in fines, operational delays, or reputational damage.

In addition, the sorting of scrap materials presents inherent occupational safety risks. Although we have adopted workplace safety protocols, any lapse or accident could disrupt operations, lead to regulatory scrutiny, or expose us to liability. Furthermore, inconsistent quality or composition of scrap materials, and any delays or disruptions in logistics, could impact our processing efficiency and operating margins.

We do not have any commercial insurance coverage.

Our company does not currently maintain any insurance coverage, which exposes us to significant operational and financial risks. As a metal scrap processing company operating in the Philippines, we are highly dependent on our large workforce. In the event of accidents, workplace injuries, or other unforeseen incidents, the absence of insurance could result in substantial financial liabilities and disruptions to our operations. Additionally, without insurance, we face increased risks related to property damage, equipment failures, and potential legal claims, all of which could severely impact our business. This lack of insurance coverage may also affect our ability to attract and retain employees, further jeopardizing our operational stability and growth prospects. Consequently, our financial condition, results of operations, and overall business prospects could be materially and adversely affected by our lack of insurance.

To mitigate against such risk, we have outsourced our property security to professional safety officers who conduct regular, daily patrols to prevent emergency situations. All employees are provided with fully paid social insurance, which includes coverage for medical care and accident insurance.

We may be subject to litigation and regulatory investigations and proceedings and may not always be successful in defending ourselves against such claims or proceedings.

Along with the growth and expansion of our business, we may be involved in litigation, regulatory proceedings, and other disputes arising outside the ordinary course of our business. Such litigation and disputes may result in claims for actual damages, freezing of our assets, diversion of our management’s attention and reputational damage to us and our management, as well as legal proceedings against our 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 number of legal claims and the amount of damages sought in litigation and regulatory proceedings may increase. Our clients may also be involved in litigation, investigation or other legal proceedings, some of which may relate to deals that we have advised, whether or not there has been any fault on our part.

Our future strategic acquisitions, investments and partnerships could pose various risks, increase our leverage, dilute existing shareholders and significantly impact our ability to expand our overall profitability.

Acquisitions involve inherent risks, such those relating to increased leverage and debt service requirements and post-acquisition integration challenges, which could have a material and adverse effect on our results of operations and/or cash flow and could strain our human resources. We may be unable to successfully implement effective cost controls or achieve expected synergies as a result of a future acquisition. Acquisitions may result in our assumption of unexpected liabilities and the diversion of management’s attention from the operation of our business. Acquisitions may also result in our having greater exposure to the industry risks of the businesses underlying the acquisition. Strategic investments and partnerships with other companies expose us to the risk that we may not be able to control the actions of our investees or partners, which could decrease the amount of benefits we realize from a particular relationship. We are also exposed to the risk that our partners in strategic investments and infrastructure may encounter financial difficulties that could lead to a disruption of investee or partnership activities, or an impairment of assets acquired, which could adversely affect future reported results of operations and shareholders’ equity. Acquisitions may subject us to new or different regulations or tax consequences which could have an adverse effect on our operations.

In addition, we may be unable to obtain the financing necessary to complete acquisitions on attractive terms or at all. If we raise additional funds through future issuances of equity or convertible debt securities, our existing shareholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our Class A Ordinary Shares. Future equity financings would also decrease our earnings per share and the benefits derived by us from such new ventures or acquisitions might not outweigh or exceed their dilutive effect. Any additional debt financing we secure could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital or to pursue business opportunities. Realization of any of the foregoing risks associated with future strategic acquisitions, investments and partnerships could materially and adversely affect our business, results of operations and financial condition.

As of the date of this annual report, we have not identified any specific acquisition, investment, or partnership target.

Any failure by the VIEs or their shareholders to perform their obligations under our Contractual Arrangements with them would have a material and adverse effect on our business.

If the VIEs or their shareholders fail to perform their respective obligations under the Contractual Arrangements, we may have to incur substantial costs and expend additional resources to enforce such arrangements. We may also have to rely on legal remedies under Philippine law, including seeking specific performance or injunctive relief, and contractual remedies, which we cannot assure you will be sufficient or effective under Philippine law. For example, if the shareholders of the VIEs were to refuse to transfer their equity interests in the VIEs to us or our designee if we exercise the purchase option pursuant to these Contractual Arrangements, or if they were otherwise to act in bad faith toward us, then we may have to take legal actions to compel them to perform their contractual obligations. In addition, if any third parties claim any interest in such shareholders’ equity interests in the VIEs, our ability to exercise shareholders’ rights or foreclose the share pledge according to the Contractual Arrangements may be impaired. If these or other disputes between the shareholders of the VIEs and third parties were to impair our control over the VIEs, our ability to consolidate the financial results of the VIEs would be affected, which would in turn result in a material adverse effect on our business, operations and financial condition.

These Contractual Arrangements are governed by and interpreted in accordance with the laws of the Philippines. The legal system in the Philippine is still developing. As a result, uncertainties in the Philippine legal system could limit our ability to enforce these Contractual Arrangements. Further, there are very few precedents and little formal guidance as to how Contractual Arrangements in the context of a consolidated VIE should be interpreted or enforced under Philippine law. There remain significant uncertainties regarding the ultimate outcome of such arbitration should legal action become necessary. In addition, under Philippine law, rulings by arbitrators are final and parties cannot appeal the arbitration results in courts, and if the losing parties fail to carry out the arbitration awards within a prescribed time limit, the prevailing parties may only enforce the arbitration awards in Philippine courts through arbitration award recognition proceedings, which would require additional expenses and delay. In the event we are unable to enforce the Contractual Arrangements, or we experience significant delays or other obstacles in the process of enforcing these Contractual Arrangements, we may not be able to exert effective control over the VIEs and may lose control over the assets owned by them. As a result, we may be unable to consolidate the consolidated financial statements of the Philippine operating entities and our ability to conduct business may be negatively affected.

Any lack of requisite approvals, licenses or permits applicable to our business, or any non-compliance with relevant laws and regulations, may have a material and adverse effect on our business, financial condition, results of operations and prospects.

Our business is subject to governmental supervision and regulation by various governmental authorities including, but not limited to, Bureau of Internal Revenue Philippines, Securities and Exchange Commission, Department of Trade and Industry Philippines, and various local government units. Such government authorities promulgate and enforce laws and regulations that cover a variety of business activities that our operations concern. These regulations in general regulate the entry into, the permitted 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 our business, we must comply with relevant laws and regulations. Our businesses, waste materials and scrap metal resource recovery, are subject to various and complex laws and regulations, extensive government regulations and supervision. We may not be fully informed of all and new requirements under relevant laws and regulations in a timely manner, and even if we become aware of new requirements, due to uncertainties in their interpretations and implementation, it will be difficult for us to determine what actions or omissions would be deemed as violations of applicable laws and regulations. We may also not be able to respond to evolving laws and regulations and take appropriate action in time to adjust our business model. As a result, we may be in violation or non-compliance with such laws and regulations.

Due to the uncertainties in the regulatory environment of the industries in which we operate, there can be no assurance that we have obtained or applied for all the approvals, permits and licenses required for conducting our business and all activities in the Philippines, or that we would be able to maintain our existing approvals, permits and licenses or obtain any new approvals, permits and licenses if required by any future laws or regulations. If we fail to obtain and maintain approvals, licenses or permits required for our business, or to comply with relevant laws and regulations, we could be subject to liabilities, fines, penalties and operational disruptions, or we could be required to modify our business model, which could materially and adversely affect our business, financial condition and results of operations.

Any adverse material changes to the Philippines market (whether localized or resulting from global economic or other conditions) such as the occurrence of an economic recession, pandemic or widespread outbreak of an infectious disease, could have a material adverse effect on our business, results of operations and financial condition.

Since 2014, all of our revenue was derived from our operations in Philippines. Any adverse circumstances affecting the Philippines market, such as an economic recession, epidemic outbreak or natural disaster or other adverse incident, may adversely affect our business, financial condition, results of operations and prospects. Any downturn in the industry which we operate in resulting in the postponement, delay or cancellation of contracts and delay in recovery of receivables is likely to have an adverse impact on our business and profitability.

Uncertain global economic conditions have had and may continue to have an adverse impact 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 are particularly sensitive to business and consumer spending.

An epidemic or outbreak of communicable diseases may also adversely affect our business, financial condition, results of operations and prospects. The COVID-19 epidemic resulted in a global health crisis, causing disruptions to social and economic activities, business operations and supply chains worldwide, including in Philippines. Measures taken by the Philippines government to tackle the spread of COVID-19 have included, among others, border closures, quarantine measures and lockdown measures.

In the event of a resurgence of COVID-19, if a substantial number of our employees are infected with and/or are suspected of having COVID-19, and our employees are required to be quarantined and/or hospitalized, this may disrupt our ability to manage our business which may have a material adverse effect on our business operations and reputation of our Group.

We may be affected by disruptions to our production.

Our production site in the Philippines is subject to adverse weather conditions, including rainfall, flood and typhoons, which could disrupt our operations. These weather conditions may cause damage to infrastructure, including walls, roads, and other facilities at our plant, necessitating costly repairs and maintenance. The occurrence of any of the above events may cause us to stop or suspend our production process, which would have an adverse impact on our business, financial position and profitability. While we have implemented measures to mitigate these risks, such as reinforcing infrastructure and roads, we cannot assure that these measures will be sufficient to prevent significant operational disruptions or financial losses. If we are unable to effectively manage these risks, our business, financial condition, and results of operations could be materially and adversely affected.

We may regularly encounter potential conflicts of interest, and our failure to identify and address such conflicts of interest could adversely affect our business.

We face the possibility of actual, potential, or perceived conflicts of interest in the ordinary course of our business operations. Conflicts of interest may exist between (i) us and our clients; (ii) our clients; (iii) us and our employees; (iv) our clients and our employees or (v) us and our major shareholders. As we expand the scope of our business and our client base, it is critical for us to be able to address timely potential conflicts of interest, including situations where two or more interests within our businesses naturally exist but are in competition or conflict. We have put in place internal control and risk management procedures that are designed to identify and address conflicts of interest, including a procedure for presenting potential conflicts of interest to the audit committee of our Board of Directors. However, appropriately identifying and managing actual, potential, or perceived conflicts of interest is complex and difficult, and our reputation and our clients’ confidence in us could be damaged if we fail, or appear to fail, to deal appropriately with one or more actual, potential, or perceived conflicts of interest. It is possible that actual, potential, or perceived conflicts of interest could also give rise to client dissatisfaction, litigation, or regulatory enforcement actions. Regulatory scrutiny of, or litigation in connection with, conflicts of interest could have a material adverse effect on our reputation, which could materially and adversely affect our business in a number of ways, including a reluctance of some potential clients and counterparties to do business with us. Any of the foregoing could materially and adversely affect our reputation, business, financial condition, and results of operations.

A conflict of interest occurs when an individual’s private interest (or the interest of 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 a whole. A conflict of interest can arise when an employee, officer or Director (or a member of his or her family or a close friend(s) or business associate(s)) takes actions or has interests that may make it difficult to perform his or her work for our Company objectively and effectively. Conflicts of interest also arise when an employee, officer or Director (or a member of his or her family or close friend(s) or business associate(s)) receives improper personal benefits as a result of his or her position in our Company.

Directors and executive officers must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively from our audit committee. All other employees are required to approach our Chief Executive Officer or our Chief Financial Officer if they have any questions about reporting a suspected conflict of interest.

Risks Related to Doing Business in Philippines

We may face political and social instability.

Potential foreign investors should take into consideration the political and social environment in the Philippines and its current international conflicts. This is because any change in the political and international relations of the Philippines could affect its business operations in the Philippines.

Recently, the Republic of the Philippines and the People’s Republic of China have been in a dispute in the West Philippine Sea (also known as the South China Sea). The dispute is a complex geopolitical issue with significant implications for regional stability, maritime security, and international law.

The most recent development concerning this matter involves a confrontation between the Philippine coast guard and their Chinese counterparts. According to a statement from a Philippine government task force, China Coast Guard and Chinese Maritime Militia vessels engaged in acts of harassment, obstruction, and dangerous maneuvers during a routine resupply and rotation mission. The statement reported that during the incident, two China Coast Guard ships fired water cannons at Unaizah May 4, a military chartered boat carrying replacement soldiers and supplies to Second Thomas Shoal, where Filipino troops are stationed on a grounded Philippine navy vessel, the BRP Sierra Madre. Second Thomas Shoal, also called the Ayungin Shoal, serves as the location for BRP Sierra Madre, a navy vessel deliberately grounded on the sandbank in 1999 to assert the Philippines’ claim in the West Philippine Sea.

Before this incident, there were numerous harassments made by the Chinese coast guard to the boats of Philippine fishermen and the Philippine coast guard. These incidents were aggravated by the Chinese government in insisting that former President Rodrigo Duterte entered a “secret deal” with China wherein he purportedly relinquished the disputed territory in the West Philippine Sea to China and agreed not to have any repairs done on BRP Sierra Madre.

Due to the rising tension in the West Philippine Sea the Philippines, together with the American, Australian and French forces, began the Balikatan 2024 in the West Philippine Sea. According to Lt. Den Jurney during the opening ceremony of the Balikatan exercise, “Balikatan is more than an exercise; it’s a tangible demonstration of our shared commitment to each other. It matters for regional peace, it matters for regional stability,” When we increase our mutual response and defense capabilities, we strengthen our ability to promote regional security and protect our shared interests.”

Moreover, the Philippines has experienced various terrorist attacks in the past years, with the Armed Forces of the Philippines engaged in conflicts with groups responsible for kidnapping and terrorism within the country. Additionally, bombings have occurred primarily in urban areas in the southern region of the Philippines.

The escalation of the tension in the West Philippine Sea and the frequency, severity, or geographic extent of these terrorist activities could unsettle the Philippines and have detrimental effects on the nation’s economy. We cannot guarantee the stability of the political landscape in the Philippines or the economic policies pursued by the current or future administrations, which may impact the regulatory framework for retail and trade industries.

Inflation in the Philippines could negatively affect our profitability and growth.

The economy of the Philippines experienced significant growth, leading to inflation and increased costs. For 2025, the country recorded an annual average inflation rate of 1.7%, lower than the annual average rate of 3.2% in 2024. For 2024, The country recorded an average inflation rate of 3.2%, lower than the annual average rate of 6% in 2023. High inflation and monetary tightening are likely to soon weigh more significantly on domestic activity, which can negatively impact purchasing power and lead to tough financial decisions for company. Inflation refers to a broad rise in the prices of raw material and products over time, eroding purchasing power for company but in another way increasing revenue. The fluctuation of price of raw material effects the stability of supply chain that may play negative impact to our operation.

Our operations in the Philippines are exposed to inflationary pressures, which have been exacerbated by global supply chain disruptions, rising energy costs, and local economic factors. Inflation could lead to higher costs for materials, labor, and services, affecting the Company’s operating expenses and margins if these increases cannot be passed on to customers.

We may face customs restrictions for the importation and exportation of metals.

Every business engaged in the importation and exportation of goods is subject to regulatory framework marked by complexity and possible operational intricacies. The importation process is contingent upon meticulous compliance with a spectrum of regulations, encompassing customs procedures, health and safety standards, and adherence to evolving governmental policies.

Yoda Metal is a retail and trading company. One of its primary purposes is to engage with the exportation and importation of all kinds of metal scrap, goods, wares, merchandise, or products whether natural or artificial. Therefore, it is subject to the rules and regulations of the Philippines with respect to its importation and exportation activities.

Yoda Metal’s importation and exportation of metals should comply with the relevant directives and regulations of the Bureau of Customs (BOC). Republic Act. No. 10863, also referred to as the Customs Modernization and Tariff Act (CMTA), revised the Tariff and Customs Code of the Philippines, and serves as the primary law governing the importation and exportation process in the Philippines.

Pursuant to Sec. 104 of the CMTA, all goods imported into the Philippines, shall be subject to duty upon importation, including goods previously exported from the Philippines, unless otherwise exempted by the CMTA or other special laws.

It must be noted that an imported product can be classified either as: (a) Free Importation and Exportation — goods that may be freely imported into and exported without the need for other permits, licenses, and clearances; (b) Regulated Importation and Exportation — goods which are subject to regulation and requires prior declaration, clearances, licenses; (c) Restricted Importation and Exportation — goods which are generally prohibited unless the law grants a special exemption; and (d) Prohibited Importation and Exportation — goods which are expressly prohibited. One of the prohibited importations, as stated in Sec. 118(d) of RA 10863, is any goods manufactured in whole or in part of gold, silver or other precious metals or alloys and the stamp, brand or mark does not indicate the actual fineness of quality of the metals or alloys.

In the metal and steel processing and trading sector, Yoda Metal must adhere to rigorous regulations encompassing environmental standards, import and export protocols, and trade guidelines. Securing the requisite permits and abiding by the regulations are fundamental aspects of its operations. It is crucial to acknowledge the dynamic nature of the legislative and regulatory framework within which we operate. Changes, whether in the form of new laws, amendments, or shifting interpretations, may lead to increased operational expenses or necessitate adjustments in its business methodologies.

Our ability to source our products efficiently and cost-effectively could be negatively impacted if new trade restrictions are imposed, existing trade restrictions become more burdensome or relationships with exporters are impaired or terminated.

The Philippine Constitution has a mandate that certain industries be wholly owned by Filipinos or majority of its ownership is held by Filipinos. Foreign Investments Act of 1991 was also enacted to limit the amount of investment permitted to foreign investors.

Failure to comply with the foreign ownership restrictions mandated by the Philippine Constitution and relevant laws can result in significant legal and financial repercussions for the Company. Non-compliance may lead to the imposition of severe penalties, including fines, suspension or revocation of business permits and licenses. Additionally, the company could be subject to legal actions initiated by regulatory bodies or affected third parties, which could result in costly litigation and damage to the company’s reputation. This non-compliance could also hinder the company’s ability to raise capital, expand operations, and attract future foreign investment, thereby adversely affecting its financial performance and growth prospects.

It may be difficult for you to enforce any judgment obtained in the United States against us, our Directors, Executive Officers or our affiliates.

One and one Cayman is a Cayman Island exempted company with limited liability and it conducts its operations through Contractual Arrangements with operating entities in the Philippines. All of our directors and executive officers reside outside the United States. In addition, all of our assets are located outside the United States. As a result, it may be difficult to enforce in the United States any judgment obtained in the United States against us or any of these persons, including judgments based upon the civil liability provisions of the U.S. securities laws. In addition, in original actions brought in courts in jurisdictions located outside the United States, it may be difficult for investors to enforce liabilities based upon U.S. securities laws.

As of the date of this annual report, there is no treaty between the United States and the Philippines providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in the Philippines. It is not clear whether a Philippines court may impose civil liability on us, our directors and/or executive officers who reside in the Philippines in an action brought in the Philippine courts against us or such persons with respect to a violation solely of the federal securities laws of the United States.

Under Philippine jurisprudence, judgment or orders by US courts could be recognized by Philippine courts, under certain conditions.

In the Philippines, a judgment or final order of a foreign tribunal cannot be enforced simply by execution. (BPI Securities v. Guevara, G.R. No. 167052, 11 March 2015) Such judgment or order merely creates a right of action, and its non-satisfaction is the cause of action by which a suit can be brought upon for its enforcement. (BPI Securities v. Guevara, G.R. No. 167052, 11 March 2015) An action for the enforcement of a foreign judgment or final order in Philippine jurisdiction is governed by Rule 39, Section 48 of the Rules of Court. (BPI Securities v. Guevara, G.R. No. 167052, 11 March 2015)

However, the foreign judgment or final order may be repelled by evidence of a want of jurisdiction, want of notice to the party, collusion, fraud, or clear mistake of law or fact. (BPI Securities v. Guevara, G.R. No. 167052, 11 March 2015)

Risks Related to Our Corporate Structure

Our corporate actions are substantially controlled by Ms. Caifen Yan, the Chairman of the Board and Director of the Company, through One and one International Limited, which has the ability to control or exert significant influence over important corporate matters that require approval of shareholders, which may deprive you of an opportunity to receive a premium for your Ordinary Shares and materially reduce the value of your investment. Additionally, we may be deemed to be a “controlled company” and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.

As of the date of this Annual Report, Ms. Caifen Yan, the Chairman of the Board and Director of the Company, through One and one International Limited, beneficially owns approximately 91.19% of the total voting power. Accordingly, Ms. Yan, through One and one International Limited, has significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, election of directors and other significant corporate actions.

The interests of our controlling Shareholder may differ from the interests of our other shareholders. The concentration of ownership may also discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our Class A Ordinary Shares. These actions may be taken even if they are opposed by our other shareholders. Without the consent of our controlling Shareholder, we may be prevented from entering into transactions that could be beneficial to us or our other shareholders. The concentration in the ownership of our shares may cause a material decline in the value of our shares.

Under the Nasdaq listing rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and is permitted to elect to rely, and may rely, on certain exemptions from the obligation to comply with certain corporate governance requirements, including:

Although we do not intend to rely on the “controlled company” exemptions under the Nasdaq listing rules even if we are deemed to be a “controlled company,” we could elect to rely on these exemptions in the future. If we were to elect to rely on the “controlled company” exemptions, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Accordingly, if we rely on the exemptions, during the period we remain a controlled company and during any transition period following a time when we are no longer a controlled company, you will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

We and our Hong Kong subsidiary rely on Contractual Arrangements with the VIEs and the VIEs’ shareholders to operate their business, which may not be as effective as direct ownership in providing operational control.

We and our Hong Kong subsidiary rely on Contractual Arrangements with the VIEs and their shareholders to operate their business. Although we took every precaution available to effectively enforce the contractual and corporate relationship above, these Contractual Arrangements may still be less effective than direct ownership and that the Company may incur substantial costs to enforce the terms of the arrangements.

For example, the VIEs and their shareholders could breach their Contractual Arrangements with us by, among other things, failing to conduct their operations in an acceptable manner or taking other actions that are detrimental to our interests. If we had direct ownership of the VIEs, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of the VIEs, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and operational level. However, under the current Contractual Arrangements, we rely on the performance by the VIEs and their shareholders of their obligations under the contracts to exercise our rights as the primary beneficiary of the VIEs. The shareholders of the VIEs may not act in the best interests of our company or may not perform their obligations under these contracts. As a legal matter, if the VIEs or their shareholders fail to perform their obligations under these Contractual Arrangements, we may have to incur substantial costs to enforce such arrangements, and rely on legal remedies under Philippines law, including contract remedies, which may be time-consuming, unpredictable and expensive.

All of these Contractual Arrangements are governed by Philippine laws and provide for the resolution of disputes through arbitration in the Philippines. The legal environment in the Philippines is not as developed as in some other jurisdictions, such as the United States. As a result, uncertainties in the Philippines legal system could limit our ability to enforce these Contractual Arrangements. There are also substantial uncertainties regarding the interpretation and application of current and future Philippines laws, regulations and rules regarding the status of the rights of our Cayman Islands holding company with respect to its Contractual Arrangements with the consolidated VIEs and their shareholders. If the Philippines government finds that the agreements that establish the structure for operating recycling business do not comply with the Philippines government restrictions on foreign investment, we could be subject to severe penalties, including being prohibited from operating business. In addition, uncertainties in the Philippines legal system could limit our ability to enforce these Contractual Arrangements. There are very few precedents and little formal guidance as to how Contractual Arrangements in the context of a VIE should be interpreted or enforced under the Philippines laws. There remain significant uncertainties regarding the ultimate outcome of the arbitration should legal action become necessary. In the event One and one Cayman is unable to enforce these Contractual Arrangements, or if it suffers significant delay or other obstacles in the process of enforcing these Contractual Arrangements, it may not be able to exert effective power as the primary beneficiary over the operating entities and it may be precluded from operating its business, which would have a material adverse effect on its financial condition and results of operations. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the Philippines would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state.

We rely on dividends and other distributions on equity paid by the VIEs to fund any cash and financing requirements we may have. To the extent cash or assets in our business are held in Hong Kong or by One and one HK, such funds or assets may not be available to fund operations or for other use outside of Hong Kong.

We rely on dividends and other distributions on equity paid by the VIEs to fund any cash and financing requirements we may have. To the extent cash or assets in our business are held in Hong Kong or by One and one HK, such funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in, or the imposition of restrictions and limitations on, the ability of our company, our subsidiary, or the VIEs by the PRC government to transfer cash or assets.

Any limitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Class A Ordinary Shares.

One and one HK relies on dividends and other distributions on equity paid by the VIEs for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and to service any debt we may incur. We do not expect to pay cash dividends in the foreseeable future. We anticipate that we will retain any earnings to support operations and finance the growth and development of our business. If the VIEs incur debt on its own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us.

While the PRC laws and regulations do not currently have any material impact on transfers of cash from One and one Cayman to One and one HK or from One and one HK to One and one Cayman, our shareholders and U.S. investors, the PRC government may, in the future, impose restrictions or limitations on our ability to transfer money out of Hong Kong, to distribute earnings and pay dividends to and from the other entities within our organization, or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business outside of Hong Kong and may affect our ability to receive funds from One and one HK.

The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations by the PRC government, in each case that restrict or otherwise unfavorably impact the ability or way we conduct our business or transfer funds, could require us to change certain aspects of our business to ensure compliance. This could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected.

Furthermore, any limitation on the ability of our subsidiary to pay dividends or make other distributions to us due to PRC government intervention could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business. Such interventions or restrictions could potentially lead to a scenario where our Class A Ordinary Shares significantly decrease in value.

Investors should be aware that their funds may be affected by these potential restrictions on transfers from Hong Kong and that the risk of PRC government intervention, while not currently present, could arise in the future and significantly impact the value and utility of their investment.

Our Chair of the Board and Director, Ms. Caifen Yan, has significant control over shareholder matters and the minority shareholder will have little or no control over our affairs.

Ms. Caifen Yan, through One and one International Limited, has control of approximately 91.19% of the voting shares of the company, as of the date of this Annual Report, broken down by 23,809,240 Class A Ordinary Shares and 10,203,960 Class B Ordinary shares. Consequently, Ms. Yan is able to exercise significant influence over matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions, and will have some control over our management and policies. Ms. Yan would maintain voting control with her Class B Ordinary shares.

Ms. Yan may have interests that are different from our public investors. For example, Ms. Yan may support proposals and actions with which our public investors may disagree. The concentration of ownership could delay or prevent a change in control of our Company or otherwise discourage a potential acquirer from attempting to obtain control of our Company, which in turn could reduce the price of our shares. In addition, Ms. Yan could use her voting influence to maintain our existing management and directors in office, delay or prevent changes in control of our Company, or support or reject other management and board proposals that are subject to stockholder approval, such as amendments to our employee incentive plans and approvals of significant financing transactions.

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and, as such, we are exempt from certain provisions applicable to U.S. domestic public companies.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a six-months basis as press releases, distributed pursuant to the rules and regulations of Nasdaq Capital Market. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

As a foreign private issuer, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.

As a foreign private issuer, we are permitted to take advantage of certain provisions in the Nasdaq rules that allow us to follow our home country law for certain governance matters. Certain corporate governance practices in our home country, the Cayman Islands, may differ significantly from corporate governance listing requirements of the Nasdaq. These practices may afford less protection to shareholders than they would enjoy if we complied fully with corporate governance listing requirements of the Nasdaq. This includes being exempted from certain of the corporate governance requirements of the Nasdaq, namely (i) a majority of the directors on our Board are not required to be independent directors; (ii) there will not be a necessity to have regularly scheduled executive sessions with independent directors; and (iii) there will be no requirement for the Company to obtain shareholder approval prior to an issuance of securities in connection with (a) the acquisition of stock or assets of another company; (b) equity-based compensation of officers, directors, employees or consultants; (c) a change of control; and (d) transactions other than public offerings. Furthermore, although our directors and executive officers will be required to report equity holdings under Section 16 of the Exchange Act, they will not be subject to the insider short-swing profit disclosure and recovery regime. Currently, we do not plan to rely on home country practices with respect to our corporate governance, if we decide to rely on home country practice in the future, our shareholders will be afforded less protection than they would otherwise enjoy under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

We are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter. We would lose our foreign private issuer status if, for example, more than 50% of our Ordinary Shares are directly or indirectly held by residents of the United States and we fail to meet additional requirements necessary to maintain our foreign private issuer status. If we lose our foreign private issuer status on this date, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors, and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the Nasdaq rules. As a U.S.-listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting, and other expenses that we will not incur as a foreign private issuer in order to maintain a listing on a U.S. securities exchange.

We are a “foreign private issuer,” and our disclosure obligations differ from those of U.S. domestic reporting companies. As a result, we may not provide you the same information as U.S. domestic reporting companies or provide information at different times, making it more difficult for you to evaluate our performance and prospects.

We are a foreign private issuer, and, as a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we will not be required to issue quarterly reports or proxy statements. We will not be required to disclose detailed individual executive compensation information. Furthermore, although our directors and executive officers will be required to report equity holdings under Section 16 of the Exchange Act, they will not be subject to the insider short-swing profit disclosure and recovery regime. As a foreign private issuer, we will also be exempt from Regulation FD (Fair Disclosure) requirements, which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. However, we will still be subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act. Since many of the disclosure obligations imposed on us as a foreign private issuer differ from those imposed on U.S. domestic reporting companies, you should not expect to receive the same information about us and at the same time as the information provided by U.S. domestic reporting companies.

There can be no assurance that we will not be a PFIC for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of our Class A Ordinary Shares.

A non-U.S. corporation will be a PFIC for any taxable year if either (i) at least 75% of its gross income for such year consists of certain types of “passive” income, or (ii) at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income (the “asset test”). Based on our current and expected income and assets, we do not presently expect to be a PFIC for the current taxable year or the foreseeable future. However, no assurance can be given in this regard because the determination of whether we are or will become a PFIC is a fact-intensive inquiry made on an annual basis that depends, in part, upon the composition of our income and assets. In addition, there can be no assurance that the Internal Revenue Service (“IRS”) will agree with our conclusion or that the IRS would not successfully challenge our position. Fluctuations in the market price of our Class A Ordinary Shares may cause us to become a PFIC for the current or subsequent taxable years because the value of our assets for the purpose of the asset test may be determined by reference to the market price of our Class A Ordinary Shares. The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in the initial public offering conducted in October 2025. If we were to be or become a PFIC for any taxable year during which a U.S. holder holds our Class A Ordinary Shares, certain adverse U.S. federal income tax consequences could apply to such U.S. holder.

Risks Related to Our Class A Ordinary Shares

Our share price may fluctuate significantly in the future and you may lose all or part of your investment, and litigation may be brought against us.

There is no assurance that the market price for our Class A Ordinary Shares will not decline in the future. Investors may not be able to sell their Class A Ordinary Shares at or above the price at which they purchased the Ordinary Shares. The prices at which our Class A Ordinary Shares will trade in the future may fluctuate significantly and rapidly as a result of, among others, the following factors, some of which are beyond our control:

There is no guarantee that our Class A Ordinary Shares will appreciate in value in the future or even maintain the price at which you purchased the Class A Ordinary Shares. You may not realize a return on your investment in our Class A Ordinary Shares and you may even lose your entire investment in our Class A Ordinary Shares.

In addition, the stock markets have from time to time experienced significant price and volume fluctuations that have affected the market prices of securities. These fluctuations often have been unrelated or disproportionate to the operating performance of publicly-traded companies. In the past, following periods of volatility in the market price of a particular company’s securities, an investor may lose all or part of his or her investment, and litigation has sometimes been brought against that company. If similar litigation is instituted against us, it could result in substantial costs and divert our senior management’s attention and resources from our core business.

The dual class structure of our ordinary shares has the effect of concentrating voting control with our Chair and Chief Executive Officer, and their interest may not be aligned with the interests of our other shareholders.

We have a dual-class voting structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Under this structure, holders of Class A Ordinary Shares are entitled to one vote per one Class A Ordinary Share, and holders of Class B Ordinary Shares are entitled to 20 votes per one Class B Ordinary Share, which may cause the holders of Class B Ordinary Shares to have an unbalanced, higher concentration of voting power. Ms. Caifen Yan, the Chair of the Board and Director of the Company, through One and one International Limited, beneficially owns approximately 91.19% of the total voting power as of the date of this Annual Report. As a result, Ms. Yan, through One and One International Limited, has substantial influence over our business, including decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of directors, and other significant corporate actions. They may take actions that are not in the best interests of us or our other shareholders. These corporate actions may be taken even if they are opposed by our other shareholders. Further, such concentration of voting power may discourage, prevent, or delay the consummation of change of control transactions that shareholders may consider favorable, including transactions in which shareholders might otherwise receive a premium for their shares. Future issuances of Class B Ordinary Shares may also be dilutive to the holders of Class A Ordinary Shares. As a result, the market price of our Class A Ordinary Shares could be adversely affected.

Our Class A Ordinary Shares may trade under $5.00 per share and thus would be known as “penny stock”. Trading in penny stocks has certain restrictions and these restrictions could negatively affect the price and liquidity of our Class A Ordinary Shares.

Our Class A Ordinary Shares may trade below $5.00 per share. As a result, our Class A Ordinary Shares would be known as “penny stock”, which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The SEC has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our Class A Ordinary Shares could be considered to be “penny stock”. A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, a broker/dealer must receive the purchaser’s written consent to the transaction prior to the purchase and must also provide certain written disclosures to the purchaser. Consequently, the “penny stock” rules may restrict the ability of broker/dealers to sell our Class A Ordinary Shares, and may negatively affect the ability of holders of our Class A Ordinary Shares to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks generally do not have a very high trading volume. Consequently, the price of the shares is often volatile and you may not be able to buy or sell your shares when you want to.

We may not be able to pay dividends in the future.

Subject to the Companies Act and our Amended and Restated Memorandum and Articles of Association, our Board of Directors has complete discretion as to whether to declare and distribute dividends. Our ability to declare dividends to our Shareholders in the future will be contingent on multiple factors, including our future financial performance, distributable reserves of our Company, current and anticipated cash needs, capital requirements, our ability to implement our future plans, contractual, legal and tax restrictions, regulatory, competitive, technical and other factors such as general economic conditions, demand for and selling prices of our products, the ability of our subsidiary to distribute funds to us, and other factors exclusive to the facilities services industry. Our existing and future loan arrangements with any financial institutions may also limit when and how much dividends we can declare and pay out. Any of these factors could have a material adverse effect on our business, financial position and results of operations, and hence there is no assurance that we will be able to pay dividends to our Shareholders in the future. We do not currently plan to pay any dividends in the foreseeable future.

If we fail to meet applicable listing requirements, Nasdaq may delist our Class A Ordinary Shares from trading, in which case the liquidity and market price of our Class A Ordinary Shares could decline.

Our Class A Ordinary Shares have been traded on Nasdaq, however, we cannot assure you that we will be able to meet the continued listing standards of Nasdaq in the future. If we fail to comply with the applicable listing standards and Nasdaq delists our Class A Ordinary Shares, we and our Shareholders could face significant material adverse consequences, including:

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our Class A Ordinary Shares are listed on Nasdaq, such securities are covered securities. Although the states are pre-empted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulations in each state in which we offer our securities.

We have incurred significant expenses and devoted other significant resources and management time as a result of being a public company, which may negatively impact our financial performance and could cause our results of operations and financial condition to suffer.

We have incurred significant legal, accounting, insurance and other expenses as a result of being a public company. Laws, regulations and standards relating to corporate governance and public disclosure for public companies, including the Dodd-Frank Act of 2010, the Sarbanes-Oxley Act, regulations related thereto and the rules and regulations of the SEC and Nasdaq (as applicable to us as a foreign private issuer), has significantly increased our costs as well as the time that must be devoted to compliance matters. These new public company obligations also will require attention from our senior management and could divert their attention away from the day-to-day management of our business. These laws, rules, regulations and standards has also made it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as officers in the future. As a result of the foregoing, we expect a substantial increase in legal, accounting, insurance and certain other expenses in the future, which will negatively impact our financial performance and could cause our results of operations and financial condition to suffer. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Shares, fines, sanctions and other regulatory actions and potential civil litigation.

If we fail to maintain an effective system of disclosure controls and internal controls over financial reporting, our ability to timely produce accurate financial statements or comply with applicable regulations could be impaired.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal disclosure controls and procedures over our financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in our reports that we will file with the SEC will be recorded, processed, summarized, and reported within the time periods and as otherwise specified in SEC rules, and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal Executive Officers and financial officers. We are also continuing to improve our internal controls over financial reporting.

Ensuring that we have effective disclosure controls and procedures and internal controls over financial reporting in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that will need to be re-evaluated frequently. Our internal controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS. Beginning with our second annual report on Form 20-F after we become a company whose securities are publicly listed in the United States, we will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to make a formal assessment of the effectiveness of our internal controls over financial reporting, and once we cease to be an emerging growth company, we will be required to include an attestation report on internal controls over financial reporting issued by our Independent Registered Public Accounting Firm. During our evaluation of our internal controls, if we identify one or more material weaknesses in our internal controls over financial reporting, we will be unable to assert that our internal controls over financial reporting are effective. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal controls over financial reporting in the future. Any failure to maintain internal controls over financial reporting could severely inhibit our ability to accurately report our financial condition, or results of operations.

We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from requirements applicable to other public companies that are not emerging growth companies, including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we remain an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period, although we have adopted certain new and revised accounting standards based on transition guidance permitted under such standards earlier. As a result of this election, our future financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards.

ITEM 4. INFORMATION ON THE COMPANY

4A. History and Development of the Company

One and one Cayman is a Cayman Islands exempted company limited by shares. The following diagram illustrates the corporate structure of the Company as of the date of the annual report:

One and one Cayman was incorporated on April 17, 2024 under the laws of the Cayman Islands. As of the date of this annual report, the authorized share capital of the Company is US$50,000 divided into 500,000,000 ordinary shares, consisting of 489,796,040 Class A Ordinary Shares and 10,203,960 Class B Ordinary Shares. As of the date of this annual report, there are 45,829,373 Class A Ordinary Shares and 10,203,960 Class B Ordinary Shares that are issued and outstanding. One and one Cayman is a holding company and is currently not actively engaging in any business. One and one Cayman receives the economic benefits of the business operations of the VIEs in the Philippines through Contractual Arrangements between One and one HK and the VIEs.

One and one HK was incorporated on May 29, 2024 under the laws and regulations in Hong Kong. One and one HK is a wholly owned subsidiary of the Company. One and one HK is a holding company and is currently not actively engaging in any business.

DL Metal was established on March 3, 2022, under the laws of the Philippines. Yoda Metal was established on March 20, 2014, under the laws of the Philippines. One and one HK controls 100% of Yoda Metal and DL Metal through the Contractual Arrangements.

Due to restrictions imposed by the Philippine laws and regulations on foreign ownership, One and one HK entered into a series of Contractual Arrangements with Yoda Metal and DL Metal, which we refer to as the VIEs (variable interest entities), and their shareholders. We rely on these Contractual Arrangements with the VIEs to control 100% of their ownership interests, receive the economic benefits of their operations, and control most aspects of their operations. We have relied and expect to continue to rely on these Contractual Arrangements to conduct our business in the Philippines.

Funds may be paid by the VIEs to One and one HK as service fees pursuant to the Contractual Arrangement. The Company may rely on dividends paid by the intermediary holding company for its working capital and cash needs, including the funds necessary: (i) to pay dividends or cash distributions to its shareholders, (ii) to service any debt obligations and (iii) to pay operating expenses. Cash dividends, if any, on our Ordinary Shares will be paid in U.S. dollars.

Our ability to declare dividends to our Shareholders in the future will be contingent on multiple factors, including our future financial performance, distributable reserves of our Company, current and anticipated cash needs, capital requirements, our ability to implement our future plans, contractual, legal and tax restrictions, regulatory, competitive, technical and other factors such as general economic conditions, demand for and selling prices of our products, the ability of our subsidiary to distribute funds to us, and other factors exclusive to the facilities services industry.

There are also substantial uncertainties regarding the interpretation and application of current and future Philippines laws, regulations and rules regarding the status of the rights of our Cayman Islands holding company with respect to its Contractual Arrangements with the consolidated VIEs and their shareholders. If the Philippines government finds that the agreements that establish the structure for operating recycling business do not comply with the Philippines government restrictions on foreign investment, we could be subject to severe penalties, including being prohibited from operating business. In addition, uncertainties in the Philippines legal system could limit our ability to enforce these Contractual Arrangements. There are very few precedents and little formal guidance as to how Contractual Arrangements in the context of a VIE should be interpreted or enforced under the Philippines laws. There remain significant uncertainties regarding the ultimate outcome of the arbitration should legal action become necessary. In the event that we are unable to enforce these Contractual Arrangements, or if we suffer significant delay or other obstacles in the process of enforcing these contractual arrangements, we may not be able to conduct the business operations of the consolidated VIEs, and our ability to conduct our business may be negatively affected.

Contractual Arrangements with the VIEs and their Shareholders

Due to Philippine legal restrictions on foreign ownership, we control and receive the economic benefits of Yoda and DL Metal’s business operation through a series of Contractual Arrangements. One and one HK entered into the Contractual Arrangements with Yoda Metal and the shareholders of Yoda Metal, DL Metal and the shareholders of DL Metal, respectively, on June 10, 2024. Although the Contractual Arrangements are not equivalent to equity ownership in the business of the VIEs, the Contractual Arrangements are designed to provide One and one HK with the power, rights and obligations similar to those it would possess as the sole equity holder of Yoda Metal and DL Metal, including absolute control rights and the rights to the assets, property and revenue of Yoda Metal and DL Metal. Any references in this annual report to control or benefits that accrue to us and our subsidiary because of the VIEs are limited to, and subject to conditions for consolidation of, the VIEs under U.S. GAAP. Consolidation of VIEs under U.S. GAAP generally occurs if we or our subsidiary (1) have an economic interest in the VIEs that provides significant exposure to potential losses or benefits from the VIEs and (2) have power over the most significant economic activities of the VIEs. For accounting purposes, we are the primary beneficiary of the VIEs. In addition, the Contractual Arrangements governing the VIEs have not been tested in a court of law.

If Yoda Metal and DL Metal, or the shareholders of Yoda Metal and DL Metal fail to perform their respective obligations under the Contractual Arrangements, we could be limited in our ability to enforce the Contractual Arrangements that give us effective control over Yoda Metal and DL Metal. Furthermore, if we are unable to maintain effective control, we would not be able to continue to consolidate the financial results of the VIEs in our financial statements.

The following is a complete list of the currently effective Contractual Arrangements by and among our wholly-owned subsidiary, One and one HK, and the VIEs, Yoda Metal and DL Metal, and/or their shareholders. These Contractual Arrangements enable us to (i) exercise effective control over the VIEs; (ii) receive all of the economic benefits of the VIEs; and (iii) have an exclusive option to purchase all or part of the equity interests in and assets of it when and to the extent permitted by Philippine law.

Shared Pledge Agreement

Pursuant to the equity interest pledge agreement entered into among One and one HK and the shareholders of Yoda Metal and DL Metal, respectively, the shareholders of Yoda Metal and DL Metal pledged all of their equity interests in Yoda Metal and DL Metal to One and one HK to guarantee Yoda Metal and DL Metal’s obligations under the Contractual Arrangements including the exclusive business cooperation agreement, the exclusive option agreement and the shareholders’ power of attorney and this equity interest pledge agreement, as well as any loss incurred due to events of default defined therein and all expenses incurred by One and one HK in enforcing such obligations of Yoda Metal and DL Metal, or their shareholders. In the event of default defined therein, upon written notice to the shareholders of Yoda Metal and DL Metal, One and one HK, as pledgee, will have the right to dispose of the pledged equity interests in Yoda Metal and DL Metal and priority in receiving the proceeds from such disposition. The pledge shall become effective on such date when the pledge of the equity interest contemplated in the equity interest pledge agreement is registered appropriately, and the pledge shall remain effective until all contractual obligations have been fully performed and all secured indebtedness have been fully paid. 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.

Exclusive Cooperation Agreement

One and one HK, Yoda Metal and DL Metal and the shareholders of Yoda Metal and DL Metal respectively entered into exclusive cooperation agreements, pursuant to which One and one HK has the exclusive right to provide to Yoda Metal and DL Metal complete technical support, business support, and related consulting services. One and one International HK Limited has the exclusive ownership of intellectual property rights created as a result of the performance of this agreement. Yoda Metal and DL Metal agree to pay One and one HK service fees at an amount as determined by One and one HK. This agreement will remain effective upon execution, and unless terminated in accordance with the provisions of this agreement or terminated in writing by One and one HK. Yoda Metal and DL Metal and their shareholders shall not have any right to terminate this agreement in any event unless otherwise required by Philippine laws.

Exclusive Option Agreement

One and one HK, Yoda Metal and DL Metal and each of the shareholders of Yoda Metal and DL Metal entered into an exclusive option agreement, respectively pursuant to which each of the shareholders of Yoda Metal and DL Metal irrevocably granted One and one HK an exclusive call option to purchase, or have its designated person(s) to purchase, at its discretion, all or part of their equity interests in Yoda Metal and DL Metal, and the purchase price shall be the lowest price permitted by applicable Philippine law. The exclusive option 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.

Although we took every precaution available to effectively enforce the contractual and corporate relationship above, these Contractual Arrangements may still be less effective than direct ownership and that the Company may incur substantial costs to enforce the terms of the arrangements. For example, the VIEs and their shareholders could breach their Contractual Arrangements with us by, among other things, failing to conduct their operations in an acceptable manner or taking other actions that are detrimental to our interests. If we had direct ownership of the VIEs, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of the VIEs, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and operational level. However, under the current Contractual Arrangements, we rely on the performance by the VIEs and their shareholders of their obligations under the contracts to exercise control over the VIEs. The shareholders of the VIEs may not act in the best interests of our company or may not perform their obligations under these contracts. In addition, failure of the VIE shareholders to perform certain obligations could compel the Company to rely on legal remedies available under Philippine laws, including seeking specific performance or injunctive relief, and claiming damages, which may not be effective.

All of these Contractual Arrangements are governed by Philippine law and provide for the resolution of disputes through arbitration in the Philippine. The legal environment in the Philippine is not as developed as in some other jurisdictions, such as the United States. As a result, uncertainties in the Philippine legal system could limit the ability of One and one Cayman to enforce these Contractual Arrangements. In the event One and one Cayman is unable to enforce these Contractual Arrangements, it may not be able to exert effective control over its operating entities and it may be precluded from operating its business, which would have a material adverse effect on its financial condition and results of operations. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the Philippine would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state. For a detailed description of the certainties of the VIE arrangements, see “Item 3.D. Risk Factors - We and our Hong Kong subsidiary rely on Contractual Arrangements with the VIEs and the VIEs’ shareholders to operate their business, which may not be as effective as direct ownership in providing operational control.”

History of Share Issuance

Incorporation and Pre-IPO Transactions

One and one Green Technologies. INC was incorporated on April 17, 2024. In connection with the incorporation, on April 17, 2024, One and one Cayman issued shares of a nominal or par value of US$0.0001 to Osiris International Cayman Limited, which was transferred to One and one International Limited on April 17, 2024. In addition to that, On April 17, 2024, One and one Cayman issued 20,000,000 shares in total for consideration of USD$2000 to its investors. On December 25, 2024, One and one Cayman issued 32,000,000 shares in total for consideration of USD$3200 to its investors. These shares were issued in reliance on the exemption under Section 4(a)(2) and/or Regulation S of the Securities Act. No underwriters were involved in these issuances of ordinary shares.

On December 27, 2024, the Company adopted its amended and restated memorandum and articles of association. The authorised share capital of the Company is US$50,000 divided into 500,000,000 shares of a par value of US$0.0001 each, comprising of (i) 489,796,040 Class A Ordinary Shares of a par value of US$0.0001 each, and (ii) 10,203,960 Class B Ordinary Shares of a par value of US$0.0001 each.

Initial Public Offering

On October 10, 2025, we consummated our initial public offering of 2,000,000 Class A ordinary shares at $5.00 per share. On October 24, 2025, the underwriters exercised the over-allotment option in full to purchase the additional 300,000 Class A Ordinary Shares. The closing for the sale of the over-allotment option took place on October 28, 2025. As a result, the gross proceeds of the Company’s initial public offering, including the proceeds from the exercise of the over-allotment option, totaled US11,500,000, before deducting underwriting discounts and other related expenses. The shares were issued pursuant to a registration statement on Form F-1 (File No. 333-284375).

The April 2026 Follow-on Offering

On April 10, 2026, the Company entered into certain securities purchase agreements (the “Securities Purchase Agreements”) with the investors named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell, on a “best-efforts” basis, 1,733,333 units, each unit consisting of one Class A Ordinary Shares and one warrant to purchase up to one and a half Class A Ordinary Shares (the “Common Warrant”), at an offering price of $7.50 per unit, for a gross proceeds of approximately $13 million, before deducting placement agent fees and offering expenses. In addition, at the closing of the offering which took place on April 13, 2026, the Company issued to the Purchasers warrants (the “Greenshoe Warrants”) to purchase up to an additional 400,000 Class A Ordinary Shares at an exercise price of $7.50 per share, representing up to an additional $3.0 million of potential gross proceeds to the Company, if and to the extent exercised.

Each of the Common Warrants has an exercise price of $8.25 per share, and is exercisable beginning on the date of issuance, and will expire 3.5 years after the date of issuance. Each Common Warrant entitles the holder to purchase up to a number of Class A Ordinary Shares equal to 150% of such Purchaser’s shares purchased in the offering, subject to automatic increase upon each exercise of any Greenshoe Warrant. Each of the Greenshoe Warrants has an exercise price of $7.50 per Class A Ordinary Share, and is exercisable beginning on the date of issuance, and will expire 45 days after the closing, subject to extension as set forth therein.

The Offering closed on April 13, 2026.

The securities were offered pursuant to a registration statement on Form F-1 (File No. 333-294587) filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 8, 2025 and declared effective on March 27, 2026. The offering was made only by means of a prospectus that forms a part of such registration statement.

FT Global Capital, Inc. acted as the exclusive placement agent (the “Placement Agent”) in the Offering pursuant to a Placement Agency Agreement (the “Placement Agency Agreement”) dated April 10, 2026, by and between the Company and the Placement Agent. The Company agreed to pay the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceeds raised in the Offering. The Company also agreed to reimburse the Placement Agent for certain due diligence and travel expenses up to $45,000 and legal fees of the Placement Agent’s counsel up to $65,000. In addition, the Company agreed to issue to the Placement Agent or its designees at the closing a warrant to purchase such number of Class A Ordinary Shares equal to 5% of the shares sold in the Offering, at an exercise price equal to $9.00 per Class A Ordinary Share (the “Placement Agent Warrants”), which Placement Agent Warrants are exercisable for a term not to exceed 3.5 years from the commencement of sales in the Offering. 

4B. Business Overview

One and one Cayman was incorporated in the Cayman Islands on April 17, 2024. We conduct our business through the VIEs, Yoda Metal and DL Metal in the Philippines. We primarily engage in recycling, production and trading of recycled scrap metals in the Philippines.

We are a waste materials and scrap metal recycling company in the Philippines. Our capabilities are underscored by our permitted capacity for metal recycling, measured in tons per year, and by the government-issued license that enables us to import hazardous waste (as raw materials) into the Philippines. We process raw materials and generate final products that include copper alloy ingot, aluminum scrapes, plastic beads, and others. We provide economical and flexible solutions to the challenges of electronic waste, metal scrap and industrial recycling. By providing lower-cost alternatives for processing recycled materials, we not only contribute to environmental sustainability but also highlight our role as a modern and specialized recycling company.

We have established an environmentally friendly technology that we believe sets us apart from competitors. Our exhaust gas recirculation system and exhaust emissions have been examined and regularly approved by the Environmental Management Bureau (“EMB”) in the Philippines. Our exhaust gas recirculation system enhances process efficiency while minimizing and, in some cases, eliminating contamination. Through this system, we capture the ash and slag contained in the emissions for further metal recovery ad smelting, ensuring the exhaust we ultimately release meets all applicable standards. In contrast, competing technologies, such as table concentrators, 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.

We benefit from being fully authorized by the government to process hazardous wastes under the framework of The Basel Convention: A Global Solution for Controlling Hazardous Wastes.

We use environmentally-friendly devices, and have complied fully with all governmental documentary requirements, including ECC, Permit to Operate, Discharge Permit, Import and Export Permit. In the Philippines, our Company holds licenses to smelt e-waste and produces metal products through an in-house processing design that helps enhance emission control. As of December 31, 2024, we employed 97 staff, including 7 engineers. Electronic waste and metal scraps sourced from local and abroad (Korea, Japan, Southeast Asia, Europe, USA, etc.) are carefully segregated and processed in compliance with the applicable environmental laws, rules and regulations. Our annual processing capacity is estimated to be around 300,000 tons.

Our Products

Our core products include:

We help our institutional clients obtain industrial raw materials and generate our revenue through a low-cost and stable supply chain. By offering an environmentally friendly alternative for processing methods, and a stable source of recycled content in the metallurgical industry supply chain, we believe that our recycling approach can make a valuable contribution to the global transition to renewable sources. We also believe that our production costs on average are lower than the cost associated with mining and processing. By putting the recycled critical materials back into the metal processing supply chain, we are able to effectively close the loop between the beginning and final manufacturing phases in an environmentally and economically sustainable manner.

We use environmentally-friendly devices, and have complied with all governmental documentary requirements, including ECC, Permit to Operate, Discharge Permit, Import and Export Permit. Our qualifications and permits include an Environmental Compliance Certificate (ECC), Permit to Operate, Discharge Permit, and Import and Export Permit. In the Philippines, our Company holds complete licenses to smelt e-waste and produces metal products through an in-house processing design that helps enhance emission control.

As of December 31, 2025, we had 90 employees, including seven engineers. After sourcing the electronic waste and metal scraps from local and abroad (Korea, Japan, Southeast Asia, Europe and United States, etc.,), our workers will carefully segregate and process them in compliance with the existing environmental laws, rules, and regulations. Our annual processing capacity is estimated to be around 300,000 tons.

Our process begins with household and industrial waste being first shipped to storage yards, where the materials are manually classified into several categories of intermediate raw materials. These are then subject to different methods for further process.

The recycling of E-material and mixed metals then unfolds through several stages:

Iron, aluminum, steel, and zinc scraps will undergo a polishing process to remove the oxide layer on the surface before being stored in the warehouse.

Among them, plastic, rubber, copper ingot, iron scraps, aluminum scraps, steel scraps zinc scraps are the final products that could be sold to customers and used in the manufacturing of goods.

Our company has three production sites, detailed on page 60, and we expect to set up an additional facility within three years. This new facility is designed as an additional processing center, specifically for the recycling of lithium batteries. According to the International Energy Agency (IEA), global sales of electronic vehicles (EVs) exceeded 17 million in 2024, with a Compound Annual Growth Rate (CAGR) of 30%. Consequently, the first generation of lithium batteries is reaching the end of its usage life. As the market for EVs grows and the batteries from those vehicles reach the end-of-life stage, we foresee significant opportunities growth in the lithium battery recycling market.

Our Customers

Our sales contracts mainly consist of master sales agreements, purchase orders which may be governed by master sales agreements, and all other agreements with customers that can be written, oral, or implied by an entity’s customary business practices.

These agreements are signed between the Company and the customer and come into force after signing or stamping by both parties. The contracts clearly specify each party’s rights regarding the goods to be transferred, including product name, specifications, unit price, weight, delivery terms, and other details. The payment terms are specified in each contract, including the amounts and settlement methods. Typically, the credit term is within six months; however, they may be extended for customers involved in large projects.

The Company recognizes revenue at the point of delivery in accordance with “Cost and Freight” (CFR) terms, whereby the Company is responsible for the costs of shipment.

Our client base consists of long-term, cooperative importers located in China and other regions. To date, we have worked with nine principal importers across two provinces in China and Hong Kong.

For the fiscal year ended December 31, 2025, and December 31, 2024, we had three,, and three major customers, who accounted for more than 10% of our total revenues. Their respective percentage of our total revenues are as follows:

Our Suppliers

Currently, our suppliers mainly consist of waste exporters and commercial agents from Korea, Japan, Southeast Asia, Europe, USA, etc. Our suppliers are categorized into two main groups: 1) trading entities specializing in waste and metal; and 2) commission agents. We have over a hundred suppliers.

We enter into supply contracts with our suppliers, typically lasting for one year with automatic one year extension absent either party’s objection. Both parties have the right to terminate the agreement upon notifying the other party in advance.

For the fiscal years ended December 31, 2025 and 2024, we had four and four major suppliers respectively, who accounted for more than 10% of our total purchases. Their respective percentage of our total purchases are as follows:

Sales and Marketing

Currently, our ending products are described as price inelastic. The demand for copper and aluminum materials is stable despite fluctuating market prices. The stability is attributable to the widespread use of these materials in vast industries. The primary constraint on sales is our production capacity.

Our marketing team also participates in some international exhibitions of renewable resources in the United States, Europe and China. The management expects to acquire new customers through these events to mitigate the risk of customer concentration.

Competition

The Recycled Metal industry in the Philippines is highly diversified and competitive, with many players in the market. As demand for recycled metal grows, more small enterprises are expected to enter the industry and the major companies are expected to expand their influence and increase their market share in the approaching years.

Insurance

We do not currently maintain any commercial insurance coverage. 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.

Seasonality

Our business activities do not exhibit any significant seasonality.

Legal Proceedings

As of the date of this annual report, neither the Company, its subsidiary, nor the VIEs have been involved in any legal or administrative litigation that may have a material adverse effect on our business, balance sheet, operating performance, and cash flow.

The two VIEs registered under Philippine laws have complied with all applicable laws and regulations currently in force in all major aspects and have obtained all necessary licenses and approvals required for business operations in the Philippines from the relevant government departments. As of the date of this annual report, these licenses and approvals are still valid for our primary business operations. There are no major legal obstacles to the renewal of the essential licenses and approvals. During recent fiscal years ended December 31, 2025 and 2024, and up to the date of this annual report, we have complied with applicable laws and regulations in all material aspects.

Currently, we are not, nor have we ever been, party to any legal proceedings. We intend to monitor any legal proceedings closely in the future and will adjust any accrual or disclosure as needed. Regardless of the outcome, litigation could have an adverse impact on us due to defense costs, diversion of management resources, and other factors, and it could have a material effect on our results of operations for any given reporting period.

Commitment to Environmental, Social, and Governance Leadership

Our vision is to be the world’s leading sustainable and globally pre-eminent resource recovery company.

Our goal is to provide sustainable and safe solutions and technologies to address the global hazardous waste challenge.

We are committed to contributing to the global “green energy” transition and the movement toward a zero-carbon economy. We hold the strong belief that environmental, social, and governance (“ESG”) leadership is essential to the success of our business model. To support these values, we intend to develop corporate policies and business practices. We have implemented an Integrated Business Policy to guide our actions on health and safety, environmental, and quality practices.

We prioritize the safety of our employees, suppliers, contractors, and visitors, striving for a “zero-harm” workplace. We ensure compliance with all applicable occupational health and safety laws, regulations, and standards in the jurisdictions where we operate. We provide comprehensive training to our employees on health, safety, and environmental requirements. We also equip all the machinery with safety instructions and allocate time to practice emergency procedures. We expect our management and employees to maintain clean and well-organized facilities, further enhancing our safety standards.

Regulations

We are subject to all relevant laws and regulations of the Philippines and may be affected by policies which may be introduced by the governments from time to time. We have identified the main laws and regulations (apart from those pertaining to general business requirements) that materially affect our operations, including the licenses, permits and approvals typically required for the conduct of our business, and the relevant regulatory bodies, below.

As of the date of this annual report, our Directors believe that we are not in breach of any laws or regulations applicable to our business operations that would materially affect our business operations, and our Group is in compliance with all the applicable laws and regulations that are material to our business operations. The Group may be subject to certain fines/penalties arising from its ordinary course of business from time to time.

Philippines

Detailed below are all of the major permits and licenses necessary for the Company to operate its business in the Philippines, the failure to possess any of which could have a material adverse effect on its business and operations. However, the materiality of the adverse effect would depend on a case to case basis. The Company is required to have its permits to operate as a corporation, and its branches would have its own permits. A large branch losing its permits would have a more significant effect on the Company as opposed to a small branch.

The Company believes that it has all the applicable and material permits and licenses necessary to operate its business as currently conducted and such permits and licenses are valid, subsisting, or pending renewal.

Regulation on Business in the Philippines

As mandated by the Local Government Code of 1991, city and municipal mayors are mandated to issue, suspend and revoke business licenses and permits. Thus, corporations operating within the jurisdiction of the cities and municipalities are required to secure a business permit.

Regulation on Waste Disposal in the Philippines

Under Sec. 4 of PD 1568 which created the Environmental Impact assessment system, “no person, partnership, or corporation shall undertake to operate any such declared environmentally critical project or area without first securing an Environmental Compliance Certificate.” ECC is required for any activities that potentially has significant environmental impact. The company has acquired the Environmental Compliance Certificate.

Regulation on Taxation in the Philippines

The National Internal Revenue Code subjects sole proprietorship, partnership and corporation to internal revenue taxes in the Philippines. These entities are required to register their businesses with the appropriate Bureau of Internal Revenue in order for them to issue official receipts, file taxes, and claim for tax credits or deductions.

Regulation on Corporations in the Philippines

The Revised Corporation Code of the Philippines mandates the Securities and Exchange Commission to register corporations, collect fees from the registering corporations, and prescribe reportorial requirements.

Regulation on Exportation and Importation in the Philippines

The Bureau of Customs (“BOC”) is mandated to supervise and control the egress and ingress of goods in the Philippines. Persons or entities who intend to engage in the business of exportation and importation are required to be registered with the BOC.

Regulations on Environmental Protection

The Philippines is known for its rich biodiversity and stunning natural landscapes. Due to rapid industrialization, urbanization, and unsustainable exploitation of natural resources, the Philippines faces significant environmental challenges. In response to these threats, the country has enacted a comprehensive set of environmental laws aimed at conserving its natural resources, protecting its ecosystems, and promoting sustainable development including Presidential Decree No. 1151, Republic Act No. 9729, Republic Act No. 6969, Republic Act No. 8749, Republic Act No. 9003 and Republic Act No. 9275. Potential foreign investors shall also comply with these environmental laws.

Foreign Investment Laws and Restrictions

Retail Trade Liberalization Act as Amended by R.A. 11595

Republic Act No. 8762, or the Retail Trade Liberalization Act of 2000 (“R.A. 8762”), as amended by Republic Act No. 11595, liberalized the Philippine retail industry to encourage Filipino and foreign investors to forge an efficient and competitive retail trade sector in the interest of empowering the Filipino consumer through lower prices, high quality goods, better services, and wider choices. It allowed non-Filipino citizens to participate in retail on a limited basis.

“Retail Trade” is defined by R.A. 8762, as amended by R.A. 11595, to cover any act, occupation, or calling of habitually selling direct to the general public any merchandise, commodities, or goods for consumption. Under R.A. 8762, as amended by R.A. 11595, Foreign-owned partnerships, associations, and corporations may, upon registration with the Securities and Exchange Commission (SEC), or in case of foreign-owned single proprietorships, upon registration with the Department of Trade and Industry (DTI), engage or invest in the retail trade business, under the following conditions:

The foreign retailer shall be required to maintain in the Philippines at all times the paid-up capital PhP 25 million, unless the foreign retailer has notified the SEC or the DTI, whichever is appropriate, of its intention to repatriate its capital and cease operations in the Philippines. The actual use in Philippine operations of the minimum paid-up capital shall be monitored by the SEC, or by the DTI, whichever is appropriate.

Failure to maintain in the Philippines the paid-up capital required in the preceding paragraph, prior to notification of the SEC or the DTI, whichever is appropriate, shall subject the foreign retailer to penalties or restrictions on any future trading activities/business in the Philippines.

For purposes of registration with the SEC or DTI, the foreign retailer shall submit a certification from the Bangko Sentral ng Pilipinas (BSP) of the inward remittance of its capital investment, or in lieu thereof, such other proof certifying that is capital investment is deposited and maintained in a bank in the Philippines.

The implementing rules and regulations (“IRR”) of R.A. 8762, as amended by R.A. 11595, provides that foreign investors or foreign retailers may acquire shares in existing and operating retail stores, publicly listed or not. A foreign retailer is defined as a foreign national, partnership, association, or corporation of which more than forty percent (40%) of the capital stock outstanding and entitled to vote is owned and held by such foreign national, engaged in retail trade.

Foreign-owned partnerships, associations and corporation, upon registration with the SEC; on in case of foreign-owned single proprietorships, upon registration with the Department of Trade and Industry (DTI), may engage or invest in retail trade, under the following conditions:

Foreign Investments Act of 1991

Republic Act No. 7042, otherwise known as the Foreign Investments Act of 1991 (“Foreign Investments Act”), liberalized the entry of foreign investment into the Philippines. As a general rule, there are no restrictions on extent of foreign ownership of export enterprises. In domestic market enterprises, foreigners can invest as much as one hundred percent (100%) equity except in areas included in the Foreign Investment Negative List. The latest Foreign Investment Negative List (Twelfth) maintains the prohibition of foreign equity for retail trade enterprises with paid-up capital of less than PhP25 million under R.A. 11595, amending R.A. 8762.

For the purpose of complying with nationality laws, the term “Philippine National” is defined under the Foreign Investments Act as any of the following:

For as long as the percentage of Filipino ownership of the capital stock of the corporation is at least 60% of the total shares outstanding and voting, the corporation shall be considered as a 100% Filipino-owned corporation.

Registration of Foreign Investments and Exchange Controls

Under current BSP regulations, an investment in Philippine securities must be registered with the BSP if the foreign exchange needed to service the repatriation of capital and/or the remittance of dividends, profits, and earnings derived from such shares is to be sourced from the Philippine banking system. If the foreign exchange required to service capital repatriation or dividend remittance will be sourced outside the Philippine banking system, registration with the BSP is not required. BSP Circular No. 471 issued on January 24, 2005 subjects foreign exchange dealers and money changers to RA No. 9160 (the Anti-Money Laundering Act of 2001, as amended) and requires these non-bank sources of foreign exchange to require foreign exchange buyers to submit supporting documents in connection with their application to purchase foreign exchange for purposes of capital repatriation and remittance of dividends.

4C. Organizational Structure

For descriptions of our organizational structure, contractual arrangements, variable interest entity and subsidiaries as of the date of this annual report, please see “Item 3. Key Information — Our Holding Company Structure.”

4D. Property, Plants and Equipment

We conduct our operations on owned and leased land and facilities.

As of the date of this annual report, we own the following facilities and land:

As of the date of this annual report, we lease the following facilities and land:

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report. This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. Our actual results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those we describe under “Item 3. Key Information—3.D. Risk Factors” and elsewhere in this annual report.

5.A. Operating Results

Overview

One and one Cayman was incorporated in the Cayman Islands on April 17, 2024. We conduct our business through the VIEs, Yoda Metal and DL Metal in the Philippines. We primarily engage in recycling, production and trading of recycled scrap metals in the Philippines.

We are a waste materials and scrap metal recycling company in the Philippines. Our capabilities are underscored by our permitted capacity for metal recycling, measured in kilogram (“KG”) per year, and by the government-issued license that enables us to import hazardous waste (as raw materials) into the Philippines. We process raw materials and generate final products that include copper alloy ingot, aluminum scrapes, plastic beads, and others. We provide economical and flexible solutions to the challenges of electronic waste, metal scrap and industrial recycling. By providing lower-cost alternatives for processing recycled materials, we not only contribute to environmental sustainability but also highlight our role as a modern and specialized recycling company.

We have established an environmentally friendly technology that we believe sets us apart from competitors. Our exhaust gas recirculation system and exhaust emissions have been examined and approved annually by the Environmental Management Bureau (“EMB”) in the Philippines. Our exhaust gas recirculation system enhances process efficiency while minimizing and, in some cases, eliminating contamination. Through this system, we capture the ash and slag contained in the emissions for further metal recovery ad smelting, ensuring the exhaust we ultimately release meets all applicable standards. In contrast, competing technologies, such as table concentrators, 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.

We benefit from being fully authorized by the government to process hazardous wastes under the framework of The Basel Convention: A Global Solution for Controlling Hazardous Wastes.

We have a full suite of environmentally friendly devices and have complied with all governmental documentary requirements, including ECC, Permit to Operate, Discharge Permit, Import and Export Permit. As of December 31, 2025, our workforce consisted of 90 employees, including 7 engineers. Electronic waste and metal scraps from local and abroad (Korea, Japan, Southeast Asia, Europe, USA etc.) are carefully segregated and processed in compliance with the existing environmental laws, rules and regulations. Our annual processing capacity is estimated to be around 300,000 tons.

In 2025, the Company’s growth strategies will concentrate on geographically expanding into Southeast Asia and other international markets, establishing stable sources of raw materials from Japan and South Korea. We also expect to recruit an international business development team with well-rounded language skills and cultural expertise to strengthen our capabilities across Europe, America, and Asia.

Key Factors Affecting Our Results of Operations

Our business and results of operations are affected by Philippines’ overall economic conditions and political stability, especially the development of metal recycle industry, as well as the following company-specific factors.

Political and social instability

We primarily operate in the Philippines through our Philippine affiliated variable interest entities. The Philippines has, from time to time, experienced political and military instability, including acts of political violence. In the last two decades, there has been political instability in the Philippines, including extra-judicial killings, alleged electoral fraud, impeachment proceedings against two former presidents, two chief justices of the Supreme Court of the Philippines, and public and military protests arising from alleged misconduct by the previous and current administrations. In addition, a number of officials of the Philippine Government are currently under investigation or have been indicted on corruption charges stemming from allegations of misuse of public funds, extortion, bribery or usurpation of authority.

Inflation pressures

For 2025, the country recorded an annual average inflation rate of 1.7%, lower than the annual average rate of 3.2% in 2024. High inflation and monetary tightening are likely to soon weigh more significantly on domestic activity, which can negatively impact purchasing power and lead to tough financial decisions for company. Inflation refers to a broad rise in the prices of raw material and products over time, eroding purchasing power for company but in another way increasing revenue. The fluctuation of price of raw material effects the stability of supply chain that may play negative impact to our operation.

The Company’s operations in the Philippines are exposed to inflationary pressures, which have been exacerbated by global supply chain disruptions, rising energy costs, and local economic factors. Inflation could lead to higher costs for materials, labor, and services, affecting the Company’s operating expenses and margins if these increases cannot be passed on to customers.

Additionally, inflation may contribute to wage pressures and fluctuations in the value of the Philippine Peso (PHP) against the US Dollar (USD), creating foreign exchange risks and potential increases in borrowing costs due to rising interest rates. These factors may impact the Company’s profitability and financial position.

Management is actively monitoring inflation trends and has implemented strategies such as pricing adjustments, cost-saving measures, and evaluating foreign currency hedging to mitigate the impact. The full effect of inflation on the Company’s operations remains uncertain and will depend on future developments. The ascending cost of raw material may affect the stability of our supply chain, however, as the source of material is extensive, the Company has no pressures to acquire new source from suppliers and the cost of changing supply chain is also low due to the easiness for obtain such materials.

The Company has no financial leverage, which leads to no interest burden. To mitigate against price inflation risk, we have locked-up agreements with part of our suppliers in order to hedge the rise of price. In the long run, the price inflation may spread to all operating procedure and may also affect the final price of our products. The inflation has a massive impact on all aspects of macro environment, given the inelastic demand for our products, it might as well lead to an increase in our product’s selling price.

Government policies may impact our business and operating results.

Our operating entities are incorporated, and their operations and assets are located, in the Philippines. Accordingly, our results of operations, financial condition and prospects are affected by Philippine regulation conditions in the following factors: (a) economic policies and initiatives undertaken by the Philippine government; (b) changes in the Philippine or regional business or regulatory environment affecting the purchase power of consumers of our products; and (c) changes in Philippine government policy affecting our industry. Unfavorable changes could affect demand for products that we sell could materially and adversely affect the results of operations. We have not seen any impact of unfavorable government policies upon our inception. However, we will seek to make adjustments as required if and when government policies shift.

New Customer Acquisition

Our operating results and growth prospects will depend on our ability to attract new customers. We are intensely focused on growing our customer base. We will continuously develop technologies and products, in an effort to gain more market shares and cover more new customers.

We will strengthen the network of our customers and promote our brand awareness, establishing strategic cooperation with multi-national enterprises which are in need of our products. Furthermore, we seek to improve the category and quality of our products line, and to enhance our brand recognition, which will allow us to capture additional market share, better optimize the pricing of our products, and reach customers in a broader range.

Our ability to compete effectively

Our business and results of operations depend on our ability to compete effectively in the industry in which we operate. We are committed to renovating our existing waste treatment technology in the industry in a cost-effective way for our customers. We believe that our proprietary technologies and research and development capabilities help us develop products to satisfy our customers and we can retain and develop business with existing customers and to attract new customers. However, if we are unable to keep up with our product development or innovation, we might not be able to develop new customers or expand our business effectively. In addition, we are subject to competition from within our industry. Increased competition could materially and adversely affect our business and results of operations.

Expanding Usage by Existing Customers

We have amassed a large and diverse customer base covering a wide spectrum of industry enterprises. We believe that there are significant growth opportunities within our existing customers. We expect to expand into additional product categories, strive to provide high quality for our customers that cover casting industry, vehicle industry, equipment manufacturer etc., and continue to invest in sales and marketing and customer success activities to achieve additional revenue growth from existing customers. We believe that these efforts will have a long-term, positive impact on our business and results of operations.

Strategic investment and acquisitions

We intend to pursue strategic acquisitions and investments in selective technologies and businesses in the metal recycle industry that will enhance our technology capabilities. We believe that a solid acquisition and investment strategy may be critical for us to accelerate our growth and strengthen our competitive position in the future. Our ability to identify and execute strategic acquisitions and investments will likely have an effect on our operating results over time.

Comply with stringent Environmental Laws and Regulations

The Philippines is known for its rich biodiversity and stunning natural landscapes. Due to rapid industrialization, urbanization, and unsustainable exploitation of natural resources, the Philippines faces significant environmental challenges. In response to these threats, the country has enacted a comprehensive set of environmental laws aimed at conserving its natural resources, protecting its ecosystems, and promoting sustainable development. Potential foreign investors shall also comply with these environmental laws.

Results of Operations

The following table sets forth a summary of our consolidated statements of (loss) income and comprehensive (loss) income for the years ended December 31, 2025, 2024 and 2023, respectively. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. The results of operations in any period are not necessarily indicative of our future trends.

Comparison of the Fiscal Years Ended December 31, 2025 and 2024

Revenue

Our net revenue was $65,822,739 for the fiscal year ended December 31, 2025 as compared to $53,463,785 for the fiscal year ended December 31, 2024, representing an increase of $12,358,954 or 23.12%. The Company has three main product categories, brass ingot, copper ingot and aluminum. The Company achieved sales of copper ingot for $45,057,703 in FY2025 and $32,843,096 in FY2024, respectively. The revenue of aluminum alloy are $19,760,980 in FY2025 and $15,540,135 in FY2024. For brass ingot, the figures are $994,205 in FY2025 and $4,259,192 in FY2024. In 2025, the Company experienced a notable increase in sales volume for its copper-based and aluminum alloy ingots, primarily driven by stronger demand across key end markets in Asian-pacific region. In contrast, sales of brass ingot declined moderately during the same period, reflecting shifting demand within specific segments.

Cost of revenue

Our cost of revenue was $50,061,941 and $42,892,958 for the fiscal years ended December 31, 2025 and 2024, respectively. The increase in cost of revenue was primarily driven by higher sales volume in fiscal year 2025 compared to fiscal year 2024, resulting in a corresponding increase in costs.

Gross profit and gross margin

Our gross profit was $15,760,798 for the fiscal year ended December 31, 2025, as compared to gross profit of $10,570,827 for the fiscal year ended December 31, 2024. Our gross margin was 23.94% for the fiscal year ended December 31, 2025, as compared to gross margin of 19.77% for the fiscal year ended December 31, 2024. The increase in margin for the fiscal year ended December 31, 2025 was mainly due to the lower purchase price of raw material.

Operating Expenses

Total operating expenses increased by $1,418,333 or 57.10% to $3,902,410 for the fiscal year ended December 31, 2025 from $2,484,077 for fiscal year ended December 31, 2024.

Our selling expenses for the fiscal year ended December 31, 2025, decreased by $130,998 compared to the same period in the prior year. The increase in selling expenses was primarily driven by an increase in freight forwarding service fees, which resulted from a shift in product mix. While sales revenue increased due to higher prices and higher sales volumes of copper and aluminum alloy, the overall shipment volume decreased as a result of lower brass alloy sales.

General and administrative expenses for the fiscal year ended December 31, 2025, increased by $1,287,335 compared to the same period in 2024. The increase was primarily attributable to: (1) additional listing-related expenses of approximately $363,000 were incurred in the IPO offering; and (2) the additional staff salaries and wages for the senior executives of approximately $1,058,000 were incurred in the preparation of IPO.

Net income

As a result of the cumulative effect of the factors described above, our net income for the fiscal years ended December 31, 2025 and 2024 were $11,811,614 and $6,476,772, respectively.

Comparison of the Fiscal Years Ended December 31, 2024 and 2023

Revenue

Our net revenue was $53,463,785 for the fiscal year ended December 31, 2024 as compared to $41,270,484 for the fiscal year ended December 31, 2023, representing an increase of $12,193,301 or 29.54%. The Company has three main product categories, brass ingot, copper ingot and aluminum. The Company achieved sales of brass ingot for $4,259,192 in FY2024 and $2,753,613 in FY2023, respectively. The revenue of copper ingot are $32,843,096 in FY2024 and $17,776,581 in FY2023. For aluminum alloy, the figures are $15,540,135 in FY2024 and $20,740,290 in FY2023. In 2024, the Company experienced a notable increase in sales volume for its copper-based and brass alloy ingots, primarily driven by stronger demand across key end markets in Asian-pacific region. In contrast, sales of aluminum alloy declined moderately during the same period, reflecting shifting demand within specific segments.

Cost of revenue

Our cost of revenue was $42,892,958 and $32,388,301 for the fiscal years ended December 31, 2024 and 2023, respectively. The increase in cost of revenue was primarily driven by higher sales volume in fiscal year 2024 compared to fiscal year 2023, resulting in a corresponding increase in costs.

Gross profit and gross margin