Business Context and Reporting Period
Company: One & One Green Technologies. INC (Ticker: YDDL)
Filing Type: Form 20-F (Annual Report)
Reporting Period: Fiscal Year Ended December 31, 2025
Business Overview: The Company is a Cayman Islands holding company that operates through Variable Interest Entities (VIEs) in the Philippines (Yoda Metal and DL Metal). It specializes in the recycling, production, and trading of recycled scrap metals, primarily copper alloy ingots and aluminum scrapes. The Company processes electronic waste and industrial residues into raw materials for the metallurgical industry.
Corporate Structure: Operations are conducted via contractual arrangements with Philippine VIEs due to foreign ownership restrictions. The Company is an Emerging Growth Company (EGC) and a Foreign Private Issuer.
Key Financial Metrics (FY 2025)
| Metric | 2025 | 2024 | Change |
|---|---|---|---|
| Revenue | $65,822,739 | $53,463,785 | +23.1% |
| Gross Profit | $15,760,798 | $10,570,827 | +49.1% |
| Gross Margin | 23.9% | 19.8% | +410 bps |
| Net Income | $11,811,614 | $6,476,772 | +82.4% |
| Diluted EPS | $0.23 | $0.12 | +83.3% |
| Operating Cash Flow | ($9,732,429) | $2,009,738 | Significant Decrease |
| Cash & Equivalents (End of Period) | $957,285 | $1,847,634 | -48.2% |
| Total Debt | $0 | $0 | N/A |
Note: The Company has no interest-bearing debt. The negative operating cash flow in 2025 was driven by a significant increase in working capital requirements, specifically accounts receivable and inventory.
Material Changes vs. Prior Period
- Revenue Growth: Driven by a 37% increase in copper alloy ingot sales and a 27% increase in aluminum alloy sales. Brass ingot sales declined significantly.
- Margin Expansion: Gross margin improved from 19.8% to 23.9%, attributed to lower raw material purchase prices.
- Expense Increase: General and administrative expenses rose 61.6% to $3.4 million, primarily due to $363,000 in IPO listing expenses and $1.06 million in senior executive salaries/bonuses.
- Customer Concentration: Customer concentration remains high. In 2025, three customers accounted for 100% of revenue (48.8%, 26.8%, and 24.4%). Customer B alone accounted for 66.4% of accounts receivable.
- Capital Raise: The Company completed an IPO in October 2025 raising ~$11.5 million gross ($9.8 million net) and a follow-on offering in April 2026 raising ~$13 million gross.
Guidance, Outlook, and Risks
Management Commentary & Outlook:
- Management plans to expand geographically into Southeast Asia and establish stable raw material sources in Japan and South Korea.
- Plans to construct a new facility for lithium battery recycling within three years to capitalize on the EV market.
- No dividends are anticipated in the foreseeable future; earnings will be retained for operations and expansion.
Material Risks & Contingencies:
- VIE Structure Risk: The Company relies on contractual arrangements rather than direct equity ownership to control Philippine operations. Enforcement of these contracts under Philippine law is uncertain and could be costly.
- Internal Control Weaknesses: Management concluded that internal controls over financial reporting were not effective as of December 31, 2025. Material weaknesses included lack of monitoring mechanisms, insufficient U.S. GAAP expertise, and inadequate IT general controls.
- Customer Concentration: Loss of a single major customer (Customer B represents ~49% of revenue) could materially harm operations.
- Insurance: The Company maintains no commercial insurance coverage for property, liability, or employee claims, exposing it to significant financial risk.
- Geopolitical Risk: Operations are exposed to tensions in the West Philippine Sea and regulatory changes in the Philippines and China.
Investor Verification Checklist
- Verify VIE Enforceability: Confirm the legal standing of the contractual arrangements with Philippine VIEs and the risk of non-enforcement.
- Assess Internal Controls: Review the remediation plan for the identified material weaknesses in internal controls over financial reporting.
- Customer Dependency: Evaluate the stability of contracts with the top three customers, particularly Customer B (48.8% of revenue).
- Cash Flow Sustainability: Analyze the ability to generate positive operating cash flow given the heavy working capital drain in 2025.
- Insurance Exposure: Assess the potential financial impact of operating without commercial insurance coverage.
- Related Party Transactions: Review the $585,000 in amounts due to related parties (executives) for working capital advances and accrued compensation.