Business Context and Reporting Period
This Form 6-K filing by One & One Green Technologies, INC (Nasdaq: YDDL) covers the month of April 2026. The Company, a Cayman Islands exempted company with principal executive offices in the Philippines, reported the closing of a public equity offering on April 13, 2026.
Key Financial Metrics and Transaction Details
- Gross Proceeds: Approximately $13 million from the sale of 1,733,333 units.
- Offering Price: $7.50 per unit.
- Unit Composition: One Class A ordinary share and one warrant to purchase 1.5 Class A ordinary shares.
- Potential Additional Proceeds: Up to $3.0 million via the exercise of 400,000 "Greenshoe Warrants" at $7.50 per share.
- Placement Agent Fees: 7.0% of aggregate gross proceeds, plus reimbursement for expenses up to $45,000 and legal fees up to $65,000.
- Placement Agent Warrants: Issued for 5% of shares sold, exercisable at $9.00 per share.
Material Changes and Transaction Structure
The primary material change is the capital raise executed through a "best-efforts" basis offering. The transaction involved the issuance of Common Warrants with an exercise price of $8.25 per share, exercisable immediately and expiring 3.5 years post-issuance. These warrants allow holders to purchase 150% of the shares purchased in the offering. Additionally, the Company issued short-term Greenshoe Warrants exercisable at $7.50 per share, expiring 45 days after closing, subject to extension.
Outlook, Risks, and Management Commentary
The filing confirms the offering was made pursuant to a registration statement on Form F-1 declared effective on March 27, 2026. The Company utilized FT Global Capital, Inc. as the exclusive placement agent. The filing does not provide specific forward-looking guidance on revenue or operational outlook beyond the completion of this capital raise. Risks associated with the transaction include potential dilution from the exercise of the Common Warrants, Greenshoe Warrants, and Placement Agent Warrants.
Investor Verification Checklist
- Verify the net proceeds after deducting the 7% placement fee and estimated offering expenses.
- Confirm the dilution impact of the 1.5x warrant ratio attached to the Class A ordinary shares.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) for specific covenants and redemption rights.
- Monitor the exercise status of the 45-day Greenshoe Warrants to determine if the additional $3.0 million in proceeds is realized.
- Check subsequent filings for the use of proceeds and any changes in the Company's liquidity position.