Monitor whether the stock price appreciates above $7.50 before greenshoe warrant expiration (approx. May 28, 2026) to assess potential dilution. Current trading at $4.04 makes cash exercise improbable, so the registration is likely to have minimal near-term market impact.
Executive Summary
One & one Green Technologies filed an F-1 registration statement covering the resale of up to 1,086,667 Class A ordinary shares by selling shareholders, including shares underlying Greenshoe Warrants ($7.50 exercise) and Placement Agent Warrants ($9.00 exercise). The company will not receive proceeds from share resales but may receive up to $3.78M if warrants are cash-exercised. The stock closed at $4.04 on May 14, 2026, significantly below all warrant exercise prices, making near-term cash exercise unlikely.
Key Financial Metrics
Key Facts
- Cayman Islands holding company with VIE structure in Philippines; scrap metal recycling operations through Yoda Metal and DL Metal
- FY2025 revenue $65.82M (up 23% YoY), net income $11.81M (up 82% YoY)
- Up to 1,086,667 Class A shares registered for resale: 400,000 Greenshoe Warrants ($7.50), 600,000 additional Warrants ($8.25), 86,667 Placement Agent Warrants ($9.00)
- Stock price $4.04 on May 14, well below all warrant exercise prices; Greenshoe Warrants expire 45 days after April 13, 2026
- No proceeds to company from resales; up to $3.78M gross if all warrants cash-exercised
- Dual-class structure; Caifen Yan holds 91.01% voting power after offering
- No commercial insurance; no dividends declared or paid historically
- Customer concentration: top 3 customers accounted for 48.8%, 26.8%, and 24.4% of FY2025 revenue
Financial Impact
Potential $3.78M gross proceeds from warrant exercise, but current stock price at $4.04 makes exercise highly unlikely; no immediate financial impact from registration
Risk Factors
- Greenshoe Warrants expiring 45 days post-April 13; if unexercised, the automatic 150% increase in Warrant shares is not triggered
- Stock trading 46% below greenshoe exercise price; severe dilution unlikely in near term
- Customer and supplier concentration; top 3 customers = ~100% of revenue
- VIE structure subject to Philippine regulatory and enforcement uncertainties
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| F-1 Filing (Primary) | 0001213900-26-058682 |
| Document: ea029106501ex5-1.htm | 0001213900-26-058682 |
| Document: ea029106501ex-fee.htm | 0001213900-26-058682 |
| Document: ea029106501ex23-1.htm | 0001213900-26-058682 |
| Document: 0001213900-26-058682-index-headers.html | 0001213900-26-058682 |
| Document: 0001213900-26-058682-index.html | 0001213900-26-058682 |
| Document: 0001213900-26-058682.txt | 0001213900-26-058682 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 29, 2026 28d ago | Press Release | $1.42 $1.38 | ▼ −2.82% | ▼ −4.77% | $1.16 (−18.31%) |
Sep 29, 2026 28d ago | 6-K | $1.42 $1.38 | ▼ −2.82% | ▼ −4.77% | $1.16 (−18.31%) |
Aug 21, 2026 9w ago | EFFECT | $1.72 $1.65 | ▼ −4.07% | ▼ −4.54% | $1.16 (−32.56%) |
Jun 1, 2026 21w ago | Press Release | $3.32 $2.71 | ▼ −18.37% | ▼ −15.62% | $1.16 (−65.06%) |
May 27, 2026 21w ago | EFFECT | $3.38 $3.20 | ▲ +5.33% | ▲ +5.79% | $1.16 (+65.68%) |
May 19, 2026 23w ago | Press Release | $4.04 $3.32 | ▼ −17.95% | ▼ −20.19% | $1.16 (−71.29%) |
May 18, 2026 23w ago | F-1 | $4.04 $3.38 | ▼ −16.34% | ▼ −18.63% | $1.16 (−71.29%) |
Apr 27, 2026 26w ago | 20-F | $5.08 $5.01 | ▼ −1.38% | ▼ −3.07% | $1.16 (−77.17%) |
Apr 22, 2026 26w ago | 6-K | $4.99 $5.14 | ▲ +3.01% | ▲ +2.95% | $1.16 (−76.75%) |
Apr 22, 2026 26w ago | Press Release | $4.99 $5.14 | ▲ +3.01% | ▲ +2.95% | $1.16 (−76.75%) |
US Market Status
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