{"url_path":"/sec/yddl/10-k/2026/item-14","section_key":"item-14","section_title":"Item 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/2034723/0001213900-26-048051-index.html","accession_number":"0001213900-26-048051","cik":"0002034723","ticker":"YDDL","issuer_name":"One & one Green Technologies. INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/2034723/0001213900-26-048051-index.html","primary_entity_key":"0002034723","primary_entity_name":"One & one Green Technologies. INC"},"word_count":862,"has_tables":true,"body_markdown":"**ITEM 14.\nMATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS**\n\n \n\n**14.A -\nD. Material Modifications to the Rights of Security Holders**\n\n \n\nThere\nhave been no material modifications to the rights of our shareholders.\n\n \n\n**14.E.\nUse of Proceeds**\n\n \n\nInitial\nPublic Offering\n\n \n\nThe\nfollowing “Use of Proceeds” information relates to the registration statement on Form F-1, as amended (File Number: 333-284375),\nor the IPO Form F-1, in relation to our initial public offering of 2,300,000 Class A Ordinary Shares at an offering price of US$5.00\nper share, including the full exercise of the underwriters’ over-allotment. Our initial public offering closed on October 10, 2025\nand the exercise of the over-allotment option closed on October 28, 2025. Cathay Securities, Inc was the representatives of the underwriters\nfor our initial public offering.\n\n \n\nThe\ntotal expenses incurred for our company’s account in connection with our initial public offering were $1,512,900, including underwriting\ndiscounts of $805,000, underwriters’ non-accountable expense of $115,000, underwriters’ accountable expenses of $260,000,\nand other expenses of $332,900. None of the fees and expenses were directly or indirectly paid to the directors, officers of our company\nor their associates, persons owning 10% or more of our Class A Ordinary Shares, or our affiliates.\n\n \n\nAfter\ndeducting the total expenses, we received net proceeds of approximately $9.8 million from our initial public offering. As of the date\nof this annual report, we have utilized such amount fully for expansion of our existing business, expansion of our real estate portfolio,\nthe construction of a new manufacturing facility and working capital and other general corporate purposes.\n\n \n\nNone\nof the net proceeds from our initial public offering were directly or indirectly paid to the directors, officers of our company or their\nassociates, persons owning 10% or more of our Class A Ordinary Shares, or our affiliates.\n\n \n\nThe\nApril 2026 Follow-on Offering\n\n \n\nOn\nApril 10, 2026, the Company entered into certain Securities Purchase Agreements with several investors, pursuant to which the Company\nagreed to issue and sell, on a “best-efforts” basis, 1,733,333 units, each unit consisting of one Class A Ordinary Share\nand one Common Warrant, at an offering price of $7.50 per unit, for a gross proceeds of approximately $13 million, before deducting placement\nagent fees and offering expenses. In addition, at the closing of the Offering which took place on April 13, 2026, the Company issued\nto the Purchasers Greenshoe Warrants to purchase up to an additional 400,000 Class A Ordinary Shares at an exercise price of $7.50 per\nshare, representing up to an additional $3.0 million of potential gross proceeds to the Company, if and to the extent exercised.\n\n \n\nEach\nof the Common Warrants has an exercise price of $8.25 per share, and is exercisable beginning on the date of issuance, and will expire\n3.5 years after the date of issuance. Each Common Warrant entitles the holder to purchase up to a number of Class A Ordinary Shares equal\nto 150% of such Purchaser’s shares purchased in the Offering, subject to automatic increase upon each exercise of any Greenshoe\nWarrant. Each of the Greenshoe Warrants has an exercise price of $7.50 per Class A Ordinary Share, and is exercisable beginning on the\ndate of issuance, and will expire 45 days after the closing, subject to extension as set forth therein.\n\n \n\nThe\nSecurities Purchase Agreements contain customary representations, warranties and covenants of the Company and the Purchasers, as well\nas customary indemnification obligations of the parties. The Offering closed on April 13, 2026.\n\n \n\nThe\nSecurities were offered pursuant to a registration statement on Form F-1 (File No. 333-294587) filed with the SEC on December 8, 2025\nand declared effective on March 27, 2026. The Offering was made only by means of a prospectus that forms a part of such registration\nstatement.\n\n \n\nFT\nGlobal Capital, Inc. acted as the Placement Agent in the offering pursuant to a Placement Agency Agreement dated April 10, 2026, by and\nbetween the Company and the Placement Agent. The Company agreed to pay the Placement Agent a cash fee equal to 7.0% of the aggregate\ngross proceeds raised in the Offering. The Company also agreed to reimburse the Placement Agent for certain due diligence and travel\nexpenses up to $45,000 and legal fees of the Placement Agent’s counsel up to $65,000. In addition, the Company agreed to issue\nto the Placement Agent or its designees at the closing Placement Agent Warrants to purchase such number of Class A Ordinary Shares equal\nto 5% of the shares sold in the Offering, at an exercise price equal to $9.00 per Class A Ordinary Share, which Placement Agent Warrants\nare exercisable for a term not to exceed 3.5 years from the commencement of sales in the Offering.\n\n \n\nAfter\ndeducting the total expenses, we received net proceeds of approximately $11.63 million, and we plan to use the proceeds for the expansion\nof our existing business by acquiring additional machinery and equipment; the expansion of our real estate portfolio through the acquisition\nof additional land properties; the construction of a new manufacturing facility; and working capital and other general corporate purposes.\nAs of the date of this prospectus, we have not filly utilized such proceeds.\n\n \n\n66"}