{"url_path":"/sec/yddl/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 INFORMATION ON THE COMPANY**","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":6936,"has_tables":true,"body_markdown":"**ITEM 4.\nINFORMATION ON THE COMPANY**\n\n \n\n**4A.\nHistory and Development of the Company**\n\n \n\nOne\nand one Cayman is a Cayman Islands exempted company limited by shares. The following diagram illustrates the corporate structure of the\nCompany as of the date of the annual report:\n\n \n\n \n\nOne and one Cayman was incorporated on April 17, 2024 under the\nlaws 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\n500,000,000 ordinary shares, consisting of 489,796,040 Class A Ordinary Shares and 10,203,960 Class B Ordinary Shares. As of the\ndate 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.\nOne and one Cayman is a holding company and is currently not actively engaging in any business. One and one Cayman receives the economic\nbenefits of the business operations of the VIEs in the Philippines through Contractual Arrangements between One and one HK and the VIEs.\n\n \n\nOne\nand 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\nof the Company. One and one HK is a holding company and is currently not actively engaging in any business.\n\n \n\nDL\nMetal was established on March 3, 2022, under the laws of the Philippines. Yoda Metal was established on March 20, 2014, under\nthe laws of the Philippines. One and one HK controls 100% of Yoda Metal and DL Metal through the Contractual Arrangements.\n\n \n\nDue\nto restrictions imposed by the Philippine laws and regulations on foreign ownership, One and one HK entered into a series of Contractual\nArrangements with Yoda Metal and DL Metal, which we refer to as the VIEs (variable interest entities), and their shareholders. We rely\non these Contractual Arrangements with the VIEs to control 100% of their ownership interests, receive the economic benefits of their\noperations, and control most aspects of their operations. We have relied and expect to continue to rely on these Contractual Arrangements\nto conduct our business in the Philippines.\n\n \n\nFunds\nmay be paid by the VIEs to One and one HK as service fees pursuant to the Contractual Arrangement. The Company may rely on dividends\npaid by the intermediary holding company for its working capital and cash needs, including the funds necessary: (i) to pay dividends\nor cash distributions to its shareholders, (ii) to service any debt obligations and (iii) to pay operating expenses. Cash dividends,\nif any, on our Ordinary Shares will be paid in U.S. dollars.\n\n \n\nOur\nability to declare dividends to our Shareholders in the future will be contingent on multiple factors, including our future financial\nperformance, distributable reserves of our Company, current and anticipated cash needs, capital requirements, our ability to implement\nour future plans, contractual, legal and tax restrictions, regulatory, competitive, technical and other factors such as general economic\nconditions, demand for and selling prices of our products, the ability of our subsidiary to distribute funds to us, and other factors\nexclusive to the facilities services industry.\n\n \n\n20\n\n \n\n \n\nThere\nare also substantial uncertainties regarding the interpretation and application of current and future Philippines laws, regulations and\nrules regarding the status of the rights of our Cayman Islands holding company with respect to its Contractual Arrangements with the\nconsolidated VIEs and their shareholders. If the Philippines government finds that the agreements that establish the structure for operating\nrecycling business do not comply with the Philippines government restrictions on foreign investment, we could be subject to severe penalties,\nincluding being prohibited from operating business. In addition, uncertainties in the Philippines legal system could limit our ability\nto enforce these Contractual Arrangements. There are very few precedents and little formal guidance as to how Contractual Arrangements\nin the context of a VIE should be interpreted or enforced under the Philippines laws. There remain significant uncertainties regarding\nthe ultimate outcome of the arbitration should legal action become necessary. In the event that we are unable to enforce these Contractual\nArrangements, or if we suffer significant delay or other obstacles in the process of enforcing these contractual arrangements, we may\nnot be able to conduct the business operations of the consolidated VIEs, and our ability to conduct our business may be negatively affected.\n\n** **\n\n**Contractual\nArrangements with the VIEs and their Shareholders**\n\n \n\nDue\nto Philippine legal restrictions on foreign ownership, we control and receive the economic benefits of Yoda and DL Metal’s business\noperation through a series of Contractual Arrangements. One and one HK entered into the Contractual Arrangements with Yoda Metal and\nthe shareholders of Yoda Metal, DL Metal and the shareholders of DL Metal, respectively, on June 10, 2024. Although the Contractual\nArrangements are not equivalent to equity ownership in the business of the VIEs, the Contractual Arrangements are designed to provide\nOne 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\nMetal, including absolute control rights and the rights to the assets, property and revenue of Yoda Metal and DL Metal. Any references\nin this annual report to control or benefits that accrue to us and our subsidiary because of the VIEs are limited to, and subject to\nconditions for consolidation of, the VIEs under U.S. GAAP. Consolidation of VIEs under U.S. GAAP generally occurs if we or our subsidiary\n(1) have an economic interest in the VIEs that provides significant exposure to potential losses or benefits from the VIEs and (2) have\npower over the most significant economic activities of the VIEs. For accounting purposes, we are the primary beneficiary of the VIEs.\nIn addition, the Contractual Arrangements governing the VIEs have not been tested in a court of law.\n\n \n\nIf\nYoda Metal and DL Metal, or the shareholders of Yoda Metal and DL Metal fail to perform their respective obligations under the Contractual\nArrangements, we could be limited in our ability to enforce the Contractual Arrangements that give us effective control over Yoda Metal\nand DL Metal. Furthermore, if we are unable to maintain effective control, we would not be able to continue to consolidate the financial\nresults of the VIEs in our financial statements.\n\n \n\nThe\nfollowing is a complete list of the currently effective Contractual Arrangements by and among our wholly-owned subsidiary, One and\none HK, and the VIEs, Yoda Metal and DL Metal, and/or their shareholders. These Contractual Arrangements enable us to (i) exercise\neffective control over the VIEs; (ii) receive all of the economic benefits of the VIEs; and (iii) have an exclusive option\nto purchase all or part of the equity interests in and assets of it when and to the extent permitted by Philippine law.\n\n* *\n\n*Shared\nPledge Agreement*\n\n \n\nPursuant\nto the equity interest pledge agreement entered into among One and one HK and the shareholders of Yoda Metal and DL Metal, respectively,\nthe 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\nYoda Metal and DL Metal’s obligations under the Contractual Arrangements including the exclusive business cooperation agreement,\nthe exclusive option agreement and the shareholders’ power of attorney and this equity interest pledge agreement, as well as any\nloss incurred due to events of default defined therein and all expenses incurred by One and one HK in enforcing such obligations of Yoda\nMetal and DL Metal, or their shareholders. In the event of default defined therein, upon written notice to the shareholders of Yoda Metal\nand 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\npriority in receiving the proceeds from such disposition. The pledge shall become effective on such date when the pledge of the equity\ninterest contemplated in the equity interest pledge agreement is registered appropriately, and the pledge shall remain effective until\nall contractual obligations have been fully performed and all secured indebtedness have been fully paid. The shareholders and Yoda Metal\nand DL Metal shall not have any right to terminate this agreement in any event unless otherwise required by Philippine laws.\n\n* *\n\n*Exclusive\nCooperation Agreement*\n\n \n\nOne\nand one HK, Yoda Metal and DL Metal and the shareholders of Yoda Metal and DL Metal respectively entered into exclusive cooperation agreements,\npursuant to which One and one HK has the exclusive right to provide to Yoda Metal and DL Metal complete technical support, business support,\nand related consulting services. One and one International HK Limited has the exclusive ownership of intellectual property rights created\nas 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\nby One and one HK. This agreement will remain effective upon execution, and unless terminated in accordance with the provisions of this\nagreement or terminated in writing by One and one HK. Yoda Metal and DL Metal and their shareholders shall not have any right to terminate\nthis agreement in any event unless otherwise required by Philippine laws.\n\n* *\n\n21\n\n \n\n* *\n\n*Exclusive\nOption Agreement*\n\n \n\nOne\nand one HK, Yoda Metal and DL Metal and each of the shareholders of Yoda Metal and DL Metal entered into an exclusive option agreement,\nrespectively pursuant to which each of the shareholders of Yoda Metal and DL Metal irrevocably granted One and one HK an exclusive call\noption to purchase, or have its designated person(s) to purchase, at its discretion, all or part of their equity interests in Yoda\nMetal and DL Metal, and the purchase price shall be the lowest price permitted by applicable Philippine law. The exclusive option agreement\nwill remain effective until all equity interests in Yoda Metal and DL Metal held by the shareholders of Yoda Metal and DL Metal are transferred\nor 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\nthis agreement in any event unless otherwise required by Philippine laws.\n\n \n\nAlthough\nwe took every precaution available to effectively enforce the contractual and corporate relationship above, these Contractual Arrangements\nmay still be less effective than direct ownership and that the Company may incur substantial costs to enforce the terms of the arrangements.\nFor example, the VIEs and their shareholders could breach their Contractual Arrangements with us by, among other things, failing to conduct\ntheir operations in an acceptable manner or taking other actions that are detrimental to our interests. If we had direct ownership of\nthe 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\nturn could implement changes, subject to any applicable fiduciary obligations, at the management and operational level. However, under\nthe current Contractual Arrangements, we rely on the performance by the VIEs and their shareholders of their obligations under the contracts\nto 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\nobligations under these contracts. In addition, failure of the VIE shareholders to perform certain obligations could compel the Company\nto rely on legal remedies available under Philippine laws, including seeking specific performance or injunctive relief, and claiming\ndamages, which may not be effective.\n\n \n\nAll\nof these Contractual Arrangements are governed by Philippine law and provide for the resolution of disputes through arbitration in the\nPhilippine. The legal environment in the Philippine is not as developed as in some other jurisdictions, such as the United States.\nAs a result, uncertainties in the Philippine legal system could limit the ability of One and one Cayman to enforce these Contractual\nArrangements. In the event One and one Cayman is unable to enforce these Contractual Arrangements, it may not be able to exert effective\ncontrol over its operating entities and it may be precluded from operating its business, which would have a material adverse effect on\nits financial condition and results of operations. In addition, there is uncertainty as to whether the courts of the Cayman Islands or\nthe Philippine would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability\nprovisions of the securities laws of the United States or any state. For a detailed description of the certainties of the VIE arrangements,\nsee “Item 3.D. Risk Factors - *We and our Hong Kong subsidiary rely on Contractual Arrangements with the VIEs and the VIEs’\nshareholders to operate their business, which may not be as effective as direct ownership in providing operational control*.”\n\n \n\n**History\nof Share Issuance**\n\n \n\nIncorporation\nand Pre-IPO Transactions\n\n \n\nOne\nand one Green Technologies. INC was incorporated on April 17, 2024. In connection with the incorporation, on April 17, 2024,\nOne and one Cayman issued shares of a nominal or par value of US$0.0001 to Osiris International Cayman Limited, which was transferred\nto 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\nin total for consideration of USD$2000 to its investors. On December 25, 2024, One and one Cayman issued 32,000,000 shares\nin total for consideration of USD$3200 to its investors. *These shares were issued in reliance on the exemption under Section 4(a)(2)\nand/or Regulation S of the Securities Act. No underwriters were involved in these issuances of ordinary shares.*\n\n \n\nOn\nDecember 27, 2024, the Company adopted its amended and restated memorandum and articles of association. The authorised share capital\nof 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\nShares 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.\n\n \n\nInitial\nPublic Offering\n\n \n\nOn\nOctober 10, 2025, we consummated our initial public offering of 2,000,000 Class A ordinary shares at $5.00 per share. On October 24,\n2025, the underwriters exercised the over-allotment option in full to purchase the additional 300,000 Class A Ordinary Shares. The\nclosing for the sale of the over-allotment option took place on October 28, 2025. As a result, the gross proceeds of the Company’s\ninitial public offering, including the proceeds from the exercise of the over-allotment option, totaled US11,500,000, before deducting\nunderwriting discounts and other related expenses. The shares were issued pursuant to a registration statement on Form F-1 (File No.\n333-284375).\n\n \n\n22\n\n \n\n \n\nThe\nApril 2026 Follow-on Offering\n\n \n\nOn\nApril 10, 2026, the Company entered into certain securities purchase agreements (the “Securities Purchase Agreements”) with\nthe investors named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell, on a “best-efforts”\nbasis, 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\nOrdinary Shares (the “Common Warrant”), at an offering price of $7.50 per unit, for a gross proceeds of approximately $13\nmillion, before deducting placement agent fees and offering expenses. In addition, at the closing of the offering which took place on\nApril 13, 2026, the Company issued to the Purchasers warrants (the “Greenshoe Warrants”) to purchase up to an additional\n400,000 Class A Ordinary Shares at an exercise price of $7.50 per share, representing up to an additional $3.0 million of potential gross\nproceeds 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\nOffering 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 U.S. Securities and Exchange\nCommission (the “SEC”) on December 8, 2025 and declared effective on March 27, 2026. The offering was made only by means\nof a prospectus that forms a part of such registration statement.\n\n \n\nFT\nGlobal Capital, Inc. acted as the exclusive placement agent (the “Placement Agent”) in the Offering pursuant to a Placement\nAgency Agreement (the “Placement Agency Agreement”) dated April 10, 2026, by and between the Company and the Placement Agent.\nThe 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\nalso agreed to reimburse the Placement Agent for certain due diligence and travel expenses up to $45,000 and legal fees of the Placement\nAgent’s counsel up to $65,000. In addition, the Company agreed to issue to the Placement Agent or its designees at the closing\na 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\nto $9.00 per Class A Ordinary Share (the “Placement Agent Warrants”), which Placement Agent Warrants are exercisable for\na term not to exceed 3.5 years from the commencement of sales in the Offering. \n\n** **\n\n**4B. Business\nOverview**\n\n \n\nOne\nand one Cayman was incorporated in the Cayman Islands on April 17, 2024. We conduct our business through the VIEs, Yoda Metal and\nDL Metal in the Philippines. We primarily engage in recycling, production and trading of recycled scrap metals in the Philippines.\n\n \n\nWe\nare a waste materials and scrap metal recycling company in the Philippines. Our capabilities are underscored by our permitted capacity\nfor metal recycling, measured in tons per year, and by the government-issued license that enables us to import hazardous waste (as raw\nmaterials) into the Philippines. We process raw materials and generate final products that include copper alloy ingot, aluminum scrapes,\nplastic beads, and others. We provide economical and flexible solutions to the challenges of electronic waste, metal scrap and industrial\nrecycling. By providing lower-cost alternatives for processing recycled materials, we not only contribute to environmental sustainability\nbut also highlight our role as a modern and specialized recycling company.\n\n \n\n23\n\n \n\n \n\nWe\nhave established an environmentally friendly technology that we believe sets us apart from competitors. Our exhaust gas recirculation\nsystem and exhaust emissions have been examined and regularly approved by the Environmental Management Bureau (“EMB”) in\nthe Philippines. Our exhaust gas recirculation system enhances process efficiency while minimizing and, in some cases, eliminating contamination.\nThrough this system, we capture the ash and slag contained in the emissions for further metal recovery ad smelting, ensuring the exhaust\nwe ultimately release meets all applicable standards. In contrast, competing technologies, such as table concentrators, cannot prevent\npollution during the final stages of processing.\n\n \n\nDue\nto our sustainable, environmentally friendly processes, we believe we are well-positioned to comply with heightened regulations across\nthe globe.\n\n \n\nWe\nbenefit from being fully authorized by the government to process hazardous wastes under the framework of The Basel Convention: A Global\nSolution for Controlling Hazardous Wastes.\n\n \n\nWe\nuse environmentally-friendly devices, and have complied fully with all governmental documentary requirements, including ECC, Permit to\nOperate, Discharge Permit, Import and Export Permit. In the Philippines, our Company holds licenses to smelt e-waste and produces metal\nproducts through an in-house processing design that helps enhance emission control. As of December 31, 2024, we employed 97 staff, including\n7 engineers. Electronic waste and metal scraps sourced from local and abroad (Korea, Japan, Southeast Asia, Europe, USA, etc.) are carefully\nsegregated and processed in compliance with the applicable environmental laws, rules and regulations. Our annual processing capacity\nis estimated to be around 300,000 tons.\n\n \n\n**Our Products**\n\n \n\nOur\ncore products include:\n\n \n\n●Copper\nAlloy Ingot, which accounted for 68.5%, and 61.4% of our revenue as of December 31, 2025\nand 2024, respectively. These ingots may contain traces of precious metals such as gold,\nsilver, nickel and palladium.\n\n \n\n●Aluminum\nScrapes, which accounted for 30.0%, and 29.1% of our revenue as of December 31, 2025 and\n2024, respectively. High-quality aluminum materials ready for recycling.\n\n \n\nWe\nhelp our institutional clients obtain industrial raw materials and generate our revenue through a low-cost and stable supply chain. By\noffering an environmentally friendly alternative for processing methods, and a stable source of recycled content in the metallurgical\nindustry supply chain, we believe that our recycling approach can make a valuable contribution to the global transition to renewable\nsources. We also believe that our production costs on average are lower than the cost associated with mining and processing. By putting\nthe recycled critical materials back into the metal processing supply chain, we are able to effectively close the loop between the beginning\nand final manufacturing phases in an environmentally and economically sustainable manner.\n\n \n\nWe\nuse environmentally-friendly devices, and have complied with all governmental documentary requirements, including ECC, Permit to Operate,\nDischarge Permit, Import and Export Permit. Our qualifications and permits include an Environmental Compliance Certificate (ECC), Permit\nto Operate, Discharge Permit, and Import and Export Permit. In the Philippines, our Company holds complete licenses to smelt e-waste\nand produces metal products through an in-house processing design that helps enhance emission control.\n\n \n\nAs\nof December 31, 2025, we had 90 employees, including seven engineers. After sourcing the electronic waste and metal scraps from local\nand abroad (Korea, Japan, Southeast Asia, Europe and United States, etc.,), our workers will carefully segregate and process them\nin compliance with the existing environmental laws, rules, and regulations. Our annual processing capacity is estimated to be around\n300,000 tons.\n\n \n\nOur\nprocess begins with household and industrial waste being first shipped to storage yards, where the materials are manually classified\ninto several categories of intermediate raw materials. These are then subject to different methods for further process.\n\n \n\n1)Printed\ncircuit board (PCB) and Wire (E-material): These are on standby for the subsequent process.\n\n \n\n2)Mixed\nmetals: Being to-crush substances, these materials contain some valuable metals, including\ncopper, zinc, aluminum, iron and steel, etc. They are then collected at a feeding zone.\n\n \n\nThe\nrecycling of E-material and mixed metals then unfolds through several stages:\n\n \n\na.They\nwill be placed into a vertical compound Crusher (or “big crushing”) to produce\ncrushed materials.\n\n \n\n24\n\n \n\n \n\nb.These\ncrushed materials are then fed into an eddy current separator (or “magnetic sorter”),\nwhere the iron scrapes are separated and can be sold to customers. Copper, aluminum, steel,\nand zinc remain in the mixed metals (second iteration).\n\n \n\nc.The\nmixed metals (second iteration) are then processed through a floating separation system (or\n“floating select”), during which aluminum scraps are collected, leaving copper,\nsteel, and zinc in mixed metals (third iteration).\n\n \n\nd.The\nmixed metals (third iteration) are placed into a color sorter (or “selected by color”),\nwhere copper is retained while zinc and steel are sorted out.\n\n \n\ne.The\nremaining copper crush is then poured into a smelting furnace (or “melting and casting”),\nproducing the copper ingot as the final product, which is then placed in an open-air yard\nfor cooling down.\n\n \n\nIron,\naluminum, steel, and zinc scraps will undergo a polishing process to remove the oxide layer on the surface before being stored in the\nwarehouse.\n\n \n\n3)Plastic\nand rubber. These materials will be separated by the water separation system (or “cutting\nmachine”) into plastic beads and rubber beads respectively.\n\n \n\n4)Disposable\nwaste. These materials have no further use and will be selected by workers and disposed of\nby incineration.\n\n \n\nAmong\nthem, plastic, rubber, copper ingot, iron scraps, aluminum scraps, steel scraps zinc scraps are the final products that could be sold\nto customers and used in the manufacturing of goods.\n\n \n\nOur\ncompany has three production sites, detailed on page 60, and we expect to set up an additional facility within three years. This\nnew facility is designed as an additional processing center, specifically for the recycling of lithium batteries. According to the International\nEnergy Agency (IEA), global sales of electronic vehicles (EVs) exceeded 17 million in 2024, with a Compound Annual Growth Rate (CAGR)\nof 30%. Consequently, the first generation of lithium batteries is reaching the end of its usage life. As the market for EVs grows and\nthe batteries from those vehicles reach the end-of-life stage, we foresee significant opportunities growth in the lithium battery recycling\nmarket.\n\n \n\n**Our\nCustomers**\n\n \n\nOur\nsales contracts mainly consist of master sales agreements, purchase orders which may be governed by master sales agreements, and all\nother agreements with customers that can be written, oral, or implied by an entity’s customary business practices.\n\n \n\nThese\nagreements are signed between the Company and the customer and come into force after signing or stamping by both parties. The contracts\nclearly specify each party’s rights regarding the goods to be transferred, including product name, specifications, unit price,\nweight, delivery terms, and other details. The payment terms are specified in each contract, including the amounts and settlement methods.\nTypically, the credit term is within six months; however, they may be extended for customers involved in large projects.\n\n \n\nThe\nCompany recognizes revenue at the point of delivery in accordance with “Cost and Freight” (CFR) terms, whereby the Company\nis responsible for the costs of shipment.\n\n \n\nOur\nclient base consists of long-term, cooperative importers located in China and other regions. To date, we have worked with nine principal\nimporters across two provinces in China and Hong Kong.\n\n \n\nFor\nthe fiscal year ended December 31, 2025, and December 31, 2024, we had three,, and three major customers, who accounted for more than\n10% of our total revenues. Their respective percentage of our total revenues are as follows:\n\n \n\n  \nYear\nEnded\n\nDecember 31, 2025 \n\nYear\nEnded\n\nDecember 31,\n2024\n\n  \nRevenues \nReceivables \nRevenues \nReceivables\n\nCustomer A \n 26.84% \n 33.60% \n 22.23% \n 13.11%\n\nCustomer B \n 48.75% \n 66.40% \n 56.37% \n 86.96%\n\nCustomer C \n 24.39% \n —% \n 17.43% \n -%\n\n \n\n25\n\n \n\n \n\n**Our\nSuppliers**\n\n \n\nCurrently,\nour suppliers mainly consist of waste exporters and commercial agents from Korea, Japan, Southeast Asia, Europe, USA, etc. Our suppliers\nare categorized into two main groups: 1) trading entities specializing in waste and metal; and 2) commission agents. We have over a hundred\nsuppliers.\n\n \n\nWe\nenter into supply contracts with our suppliers, typically lasting for one year with automatic one year extension absent either party’s\nobjection. Both parties have the right to terminate the agreement upon notifying the other party in advance.\n\n \n\nFor\nthe fiscal years ended December 31, 2025 and 2024, we had four and four major suppliers respectively, who accounted for more than 10%\nof our total purchases. Their respective percentage of our total purchases are as follows:\n\n \n\n  \nYear\nEnded\n\nDecember 31, 2025  \nYear\nEnded\n\nDecember 31, 2024 \n\n  \nPurchases  \nPayables  \nPurchases  \nPayables \n\nSupplier A \n 38.94% \n 31.44% \n 45.68% \n 48.21%\n\nSupplier C \n 13.26% \n —% \n 12.57% \n 10.55%\n\nSupplier F \n —% \n —% \n 10.68% \n 10.47%\n\nSupplier G \n 10.59% \n 13.03% \n 10.48% \n —%\n\nSupplier H \n —% \n 24.17% \n —% \n 17.22%\n\n** **\n\n**Sales\nand Marketing**\n\n \n\nCurrently,\nour ending products are described as price inelastic. The demand for copper and aluminum materials is stable despite fluctuating market\nprices. The stability is attributable to the widespread use of these materials in vast industries. The primary constraint on sales is\nour production capacity.\n\n \n\nOur\nmarketing team also participates in some international exhibitions of renewable resources in the United States, Europe and China.\nThe management expects to acquire new customers through these events to mitigate the risk of customer concentration.\n\n** **\n\n**Competition**\n\n \n\nThe\nRecycled Metal industry in the Philippines is highly diversified and competitive, with many players in the market. As demand for recycled\nmetal grows, more small enterprises are expected to enter the industry and the major companies are expected to expand their influence\nand increase their market share in the approaching years.\n\n** **\n\n**Insurance**\n\n \n\nWe\ndo not currently maintain any commercial insurance coverage. As a result, the Company may be exposed to significant financial losses\nin the event of such risks materializing. The absence of insurance coverage may have a material adverse effect on the Company’s\nfinancial condition and results of operations.\n\n** **\n\n**Seasonality**\n\n \n\nOur\nbusiness activities do not exhibit any significant seasonality.\n\n** **\n\n**Legal\nProceedings**\n\n \n\nAs\nof the date of this annual report, neither the Company, its subsidiary, nor the VIEs have been involved in any legal or administrative\nlitigation that may have a material adverse effect on our business, balance sheet, operating performance, and cash flow.\n\n \n\nThe\ntwo VIEs registered under Philippine laws have complied with all applicable laws and regulations currently in force in all major aspects\nand have obtained all necessary licenses and approvals required for business operations in the Philippines from the relevant government\ndepartments. As of the date of this annual report, these licenses and approvals are still valid for our primary business operations.\nThere are no major legal obstacles to the renewal of the essential licenses and approvals. During recent fiscal years ended December 31,\n2025 and 2024, and up to the date of this annual report, we have complied with applicable laws and regulations in all material aspects.\n\n \n\n26\n\n \n\n \n\nCurrently,\nwe are not, nor have we ever been, party to any legal proceedings. We intend to monitor any legal proceedings closely in the future and\nwill adjust any accrual or disclosure as needed. Regardless of the outcome, litigation could have an adverse impact on us due to defense\ncosts, diversion of management resources, and other factors, and it could have a material effect on our results of operations for any\ngiven reporting period.\n\n** **\n\n**Commitment\nto Environmental, Social, and Governance Leadership**\n\n \n\nOur\nvision is to be the world’s leading sustainable and globally pre-eminent resource recovery company.\n\n \n\nOur\ngoal is to provide sustainable and safe solutions and technologies to address the global hazardous waste challenge.\n\n \n\nWe\nare committed to contributing to the global “green energy” transition and the movement toward a zero-carbon economy. We hold\nthe strong belief that environmental, social, and governance (“ESG”) leadership is essential to the success of our business\nmodel. To support these values, we intend to develop corporate policies and business practices. We have implemented an Integrated Business\nPolicy to guide our actions on health and safety, environmental, and quality practices.\n\n \n\nWe\nprioritize the safety of our employees, suppliers, contractors, and visitors, striving for a “zero-harm” workplace. We ensure\ncompliance with all applicable occupational health and safety laws, regulations, and standards in the jurisdictions where we operate.\nWe provide comprehensive training to our employees on health, safety, and environmental requirements. We also equip all the machinery\nwith safety instructions and allocate time to practice emergency procedures. We expect our management and employees to maintain clean\nand well-organized facilities, further enhancing our safety standards.\n\n \n\n**Regulations**\n\n \n\nWe\nare subject to all relevant laws and regulations of the Philippines and may be affected by policies which may be introduced by the governments\nfrom time to time. We have identified the main laws and regulations (apart from those pertaining to general business requirements) that\nmaterially affect our operations, including the licenses, permits and approvals typically required for the conduct of our business, and\nthe relevant regulatory bodies, below.\n\n \n\nAs\nof the date of this annual report, our Directors believe that we are not in breach of any laws or regulations applicable to our business\noperations that would materially affect our business operations, and our Group is in compliance with all the applicable laws and regulations\nthat are material to our business operations. The Group may be subject to certain fines/penalties arising from its ordinary course of\nbusiness from time to time.\n\n** **\n\n**Philippines**\n\n \n\nDetailed\nbelow are all of the major permits and licenses necessary for the Company to operate its business in the Philippines, the failure to\npossess any of which could have a material adverse effect on its business and operations. However, the materiality of the adverse effect\nwould depend on a case to case basis. The Company is required to have its permits to operate as a corporation, and its branches would\nhave its own permits. A large branch losing its permits would have a more significant effect on the Company as opposed to a small branch.\n\n \n\nThe\nCompany believes that it has all the applicable and material permits and licenses necessary to operate its business as currently conducted\nand such permits and licenses are valid, subsisting, or pending renewal.\n\n** **\n\n**Regulation\non Business in the Philippines**\n\n \n\nAs\nmandated by the Local Government Code of 1991, city and municipal mayors are mandated to issue, suspend and revoke business licenses\nand permits. Thus, corporations operating within the jurisdiction of the cities and municipalities are required to secure a business\npermit.\n\n** **\n\n**Regulation\non Waste Disposal in the Philippines**\n\n \n\nUnder\nSec. 4 of PD 1568 which created the Environmental Impact assessment system, “no person, partnership, or corporation shall undertake\nto operate any such declared environmentally critical project or area without first securing an Environmental Compliance Certificate.”\nECC is required for any activities that potentially has significant environmental impact. The company has acquired the Environmental\nCompliance Certificate.\n\n** **\n\n27\n\n \n\n \n\n**Regulation\non Taxation in the Philippines**\n\n \n\nThe\nNational Internal Revenue Code subjects sole proprietorship, partnership and corporation to internal revenue taxes in the Philippines.\nThese entities are required to register their businesses with the appropriate Bureau of Internal Revenue in order for them to issue official\nreceipts, file taxes, and claim for tax credits or deductions.\n\n** **\n\n**Regulation\non Corporations in the Philippines**\n\n \n\nThe\nRevised Corporation Code of the Philippines mandates the Securities and Exchange Commission to register corporations, collect fees from\nthe registering corporations, and prescribe reportorial requirements.\n\n** **\n\n**Regulation\non Exportation and Importation in the Philippines**\n\n \n\nThe\nBureau of Customs (“BOC”) is mandated to supervise and control the egress and ingress of goods in the Philippines. Persons\nor entities who intend to engage in the business of exportation and importation are required to be registered with the BOC.\n\n** **\n\n**Regulations\non Environmental Protection**\n\n \n\nThe\nPhilippines is known for its rich biodiversity and stunning natural landscapes. Due to rapid industrialization, urbanization, and unsustainable\nexploitation of natural resources, the Philippines faces significant environmental challenges. In response to these threats, the country\nhas enacted a comprehensive set of environmental laws aimed at conserving its natural resources, protecting its ecosystems, and promoting\nsustainable development including *Presidential Decree No. 1151, Republic Act No. 9729, Republic Act No. 6969, Republic Act No. 8749,\nRepublic Act No. 9003 and Republic Act No. 9275.*Potential foreign investors shall also comply with these environmental laws.\n\n** **\n\n**Foreign\nInvestment Laws and Restrictions**\n\n** **\n\n**Retail\nTrade Liberalization Act as Amended by R.A. 11595**\n\n \n\nRepublic\nAct No. 8762, or the Retail Trade Liberalization Act of 2000 (“**R.A. 8762**”), as amended by Republic Act No. 11595,\nliberalized the Philippine retail industry to encourage Filipino and foreign investors to forge an efficient and competitive retail trade\nsector in the interest of empowering the Filipino consumer through lower prices, high quality goods, better services, and wider choices.\nIt allowed non-Filipino citizens to participate in retail on a limited basis.\n\n \n\n“Retail\nTrade” is defined by R.A. 8762, as amended by R.A. 11595, to cover any act, occupation, or calling of habitually selling direct\nto the general public any merchandise, commodities, or goods for consumption. Under R.A. 8762, as amended by R.A. 11595, Foreign-owned\npartnerships, associations, and corporations may, upon registration with the Securities and Exchange Commission (SEC), or in case of\nforeign-owned single proprietorships, upon registration with the Department of Trade and Industry (DTI), engage or invest in the retail\ntrade business, under the following conditions:\n\n \n\n(a)A\nforeign retailer shall have a minimum paid-up capital of PhP 25 million;\n\n \n\n(b)The\nforeign retailer’s country of origin does not prohibit the entry of Filipino retailers;\nand\n\n \n\n(c)In\nthe case of foreign retailers engaged in retail trade through more than one (1) physical\nstore, the minimum investment per store must be at least PhP 10 million: Provided, That\nthis requirement shall not apply to foreign investors and foreign retailers who are legitimately\nengaged in retail trade and were not required to comply with the minimum investment per store\nat the time of the effectivity of this Act: Provided, further, That proof of qualification\nto engage in retail trade under Republic Act No. 8762 and its implementing rules and regulations\nis submitted to the DTI.\n\n \n\nThe\nforeign retailer shall be required to maintain in the Philippines at all times the paid-up capital PhP 25 million, unless the foreign\nretailer has notified the SEC or the DTI, whichever is appropriate, of its intention to repatriate its capital and cease operations in\nthe Philippines. The actual use in Philippine operations of the minimum paid-up capital shall be monitored by the SEC, or by the DTI,\nwhichever is appropriate.\n\n \n\nFailure\nto maintain in the Philippines the paid-up capital required in the preceding paragraph, prior to notification of the SEC or the DTI,\nwhichever is appropriate, shall subject the foreign retailer to penalties or restrictions on any future trading activities/business in\nthe Philippines.\n\n \n\nFor\npurposes of registration with the SEC or DTI, the foreign retailer shall submit a certification from the Bangko Sentral ng Pilipinas\n(BSP) of the inward remittance of its capital investment, or in lieu thereof, such other proof certifying that is capital investment\nis deposited and maintained in a bank in the Philippines.\n\n \n\nThe\nimplementing rules and regulations (“**IRR**”) of R.A. 8762, as amended by R.A. 11595, provides that foreign investors\nor foreign retailers may acquire shares in existing and operating retail stores, publicly listed or not. A foreign retailer is defined\nas a foreign national, partnership, association, or corporation of which more than forty percent (40%) of the capital stock\noutstanding and entitled to vote is owned and held by such foreign national, engaged in retail trade.\n\n \n\n28\n\n \n\n \n\nForeign-owned\npartnerships, associations and corporation, upon registration with the SEC; on in case of foreign-owned single proprietorships, upon\nregistration with the Department of Trade and Industry (DTI), may engage or invest in retail trade, under the following conditions:\n\n \n\n●A\nforeign retailer shall have minimum paid-up capital of PhP25 million;\n\n \n\n●The\nforeign retailer’s country of origin provides for reciprocity to Filipinos.\n\n** **\n\n**Foreign\nInvestments Act of 1991**\n\n \n\nRepublic\nAct No. 7042, otherwise known as the Foreign Investments Act of 1991 (“**Foreign Investments Act**”), liberalized\nthe entry of foreign investment into the Philippines. As a general rule, there are no restrictions on extent of foreign ownership of\nexport enterprises. In domestic market enterprises, foreigners can invest as much as one hundred percent (100%) equity except in areas\nincluded in the Foreign Investment Negative List. The latest Foreign Investment Negative List (Twelfth) maintains the prohibition of\nforeign equity for retail trade enterprises with paid-up capital of less than PhP25 million under R.A. 11595, amending R.A. 8762.\n\n \n\nFor\nthe purpose of complying with nationality laws, the term “Philippine National” is defined under the Foreign Investments Act\nas any of the following:\n\n \n\n●a\ncitizen of the Philippines;\n\n \n\n●a\ndomestic partnership or association wholly owned by citizens of the Philippines;\n\n \n\n●a\ncorporation organized under the laws of the Philippines of which at least 60% of the capital\nstock outstanding and entitled to vote is owned and held by citizens of the Philippines;\n\n \n\n●a\ncorporation organized abroad and registered to do business in the Philippines under the Revised\nCorporation Code of the Philippines, of which 100% of the capital stock outstanding and entitled\nto vote is wholly owned by Filipinos; or\n\n \n\n●a\ntrustee of funds for pension or other employee retirement or separation benefits, where the\ntrustee is a Philippine National and at least 60% of the fund will accrue to the benefit\nof Philippine Nationals.\n\n \n\nFor\nas long as the percentage of Filipino ownership of the capital stock of the corporation is at least 60% of the total shares outstanding\nand voting, the corporation shall be considered as a 100% Filipino-owned corporation.\n\n** **\n\n**Registration\nof Foreign Investments and Exchange Controls**\n\n \n\nUnder\ncurrent BSP regulations, an investment in Philippine securities must be registered with the BSP if the foreign exchange needed to service\nthe repatriation of capital and/or the remittance of dividends, profits, and earnings derived from such shares is to be sourced from\nthe Philippine banking system. If the foreign exchange required to service capital repatriation or dividend remittance will be sourced\noutside the Philippine banking system, registration with the BSP is not required. BSP Circular No. 471 issued on January 24, 2005\nsubjects foreign exchange dealers and money changers to RA No. 9160 (the Anti-Money Laundering Act of 2001, as amended) and\nrequires these non-bank sources of foreign exchange to require foreign exchange buyers to submit supporting documents in connection with\ntheir application to purchase foreign exchange for purposes of capital repatriation and remittance of dividends.\n\n** **\n\n**4C. Organizational\nStructure**\n\n \n\nFor\ndescriptions of our organizational structure, contractual arrangements, variable interest entity and subsidiaries as of the date of this\nannual report, please see “*Item 3. Key Information — Our Holding Company Structure*.”\n\n** **\n\n**4D. Property,\nPlants and Equipment**\n\n \n\nWe\nconduct our operations on owned and leased land and facilities.\n\n \n\nAs\nof the date of this annual report, we own the following facilities and land:\n\n \n\n**Location**\n \n**Owner**\n \n**Usage**\n\nMalibay San Miguel Bulacan\n \nYoda Metal\n \nPlant\n\nBarangay Pulo San Rafael Bulacan(1)\n \nDL Metal\n \nPlant and office\n\n \n\n29\n\n \n\n \n\nAs\nof the date of this annual report, we lease the following facilities and land:\n\n \n\nLocation \nLease \n**Size(m2)**  \nRent\n(PHP)\n\n1st\nDiliman San Rafael Bulacan \nJanuary 1, 2025 – December 31, 2025 \n 30,000  \n5,520,000 PHP\n\nBarangay\nMalibay San Rafael Bulacan(1) \nJanuary 1, 2022 –\nDecember 31, 2026 \n 50,262  \n2022-2023 PHP12,000,000\n2024 PHP9,600,000\n2025-2026 PHP24,000,000\n\n \n\n \n\n(1)With\nrespect to the site located in Barangay Malibay, San Rafael, Bulacan, we lease the underlying\nland from the landlord, while retaining ownership of the buildings and other facilities constructed\nthereon."}