One and one Green (NASDAQ: YDDL) closes $13M follow-on deal

Rhea-AI Filing Summary

One and one Green Technologies, Inc. completed a $13 million follow-on offering, selling 1,733,333 units at $7.50 each. Every unit includes one Class A ordinary share and a warrant to buy one and a half additional shares at $8.25, creating both immediate funding and future equity issuance potential.

Investors also received Greenshoe Warrants to buy up to 400,000 Class A ordinary shares at $7.50 within 45 days, for up to an extra $3 million in gross proceeds if exercised. FT Global Capital, Inc. acted as exclusive placement agent, earning a 7% cash fee plus capped expenses and a warrant with a 3.5-year term. The company plans to use net proceeds for working capital and general corporate purposes.

Insights

Equity capital markets analyst

$13M primary unit deal strengthens cash while adding warrant overhang.

One and one Green Technologies raised $13 million through 1,733,333 units at $7.50. Each unit’s warrant to buy one and a half shares at $8.25 adds significant optional future share issuance tied to investor exercise decisions.

Additional Greenshoe Warrants allow up to $3.0 million more gross proceeds via 400,000 Class A ordinary shares at $7.50, within 45 days of closing. FT Global Capital receives a 7% cash fee and its own warrant, making total potential dilution higher than the primary shares alone.

Net proceeds are earmarked for working capital and general corporate purposes, so the transaction mainly improves liquidity rather than funding a specified project. Actual impact on the share count depends on warrant exercises over the 3.5-year life of the Common and placement agent warrants.

Key Figures

Units sold: 1,733,333 units Unit price: $7.50 per unit Gross proceeds: $13 million +5 more

8 metrics

Units sold 1,733,333 units Follow-on offering closed April 13, 2026

Unit price $7.50 per unit Follow-on offering terms

Gross proceeds $13 million Initial follow-on offering before fees and expenses

Greenshoe potential proceeds $3.0 million If 400,000 Greenshoe Warrant shares exercised at $7.50

Common Warrant exercise price $8.25 per share Each warrant covers 150% of purchaser’s shares

Placement agent fee 7.0% of gross proceeds Cash fee to FT Global Capital, Inc.

Due diligence expense cap $45,000 Reimbursement cap for placement agent due diligence and travel

Placement agent legal fee cap $65,000 Reimbursement cap for placement agent’s counsel

Key Terms

follow-on offering, Greenshoe Warrants, Common Warrant, Placement Agent Warrants, +2 more

6 terms

follow-on offering financial

"announced that it has entered into a securities purchase agreement with two institutional investors for the sale of 1,733,334 units (the "Units") in a follow-on offering of its securities"

A follow-on offering is when a company sells additional shares to the public after its initial stock listing to raise more cash. For investors it matters because the new shares increase the total number of shares outstanding, which can reduce each existing shareholder’s ownership share and earnings per share—similar to baking more loaves of bread after the first batch, which means each slice represents a slightly smaller piece of the whole; the funds raised can also support growth or pay debt.

Greenshoe Warrants financial

"the Company issued to the Purchasers warrants (the "Greenshoe Warrants") to purchase up to an additional 400,000 Class A Ordinary Shares"

Common Warrant financial

"one warrant to purchase up to one and a half Class A Ordinary Shares (the "Common Warrant")"

A common warrant is a tradable security that gives its holder the right to buy a company’s common shares at a preset price for a limited time. It matters to investors because exercising warrants can dilute existing ownership and create leverage: holders can benefit if the stock rises above the preset price, while holders of original shares face potential reduction in their percentage stake, similar to more tickets being added to a raffle.

Placement Agent Warrants financial

"a 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 to $9.00 per Class A Ordinary Share (the "Placement Agent Warrants")"

Placement agent warrants are options given to the broker or intermediary who helps a company sell shares privately; they grant the holder the right to buy a set number of company shares at a fixed price in the future. For investors, these warrants matter because exercising them increases the total shares outstanding and can dilute existing ownership and earnings per share, similar to adding more slices to a pizza and reducing the size of each existing slice.

registration statement on Form F-1 regulatory

"The Securities were offered by means of and pursuant to a prospectus which is a part of the Company’s registration statement on Form F-1 (File No. 333-294587)"

A registration statement on Form F-1 is a legal document companies file with regulators to offer their shares to investors in a foreign country or market. It provides essential information about the company's business, finances, and risks, helping investors make informed decisions about whether to buy its stock. This process ensures transparency and protects investors by making company details publicly available before trading begins.

placement agent financial

"FT Global Capital, Inc. acted as the exclusive placement agent for the offering"

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 001-42898

One and one Green Technologies. INC

(Translation of registrant’s name into English)

1^st Diliman
San Rafael Bulacan, Philippines, 3008

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒     Form 40-F ☐

On April 10, 2026, One and one Green Technologies, Inc., a Cayman Islands exempted company (the “Company”) entered into certain securities purchase agreements (the “Securities Purchase Agreements”) with the investors named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell, on a “best-efforts” basis (the “Offering”), 1,733,333 units, each unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”) and one warrant to purchase up to one and a half Class A Ordinary Shares (the “Common Warrant”), at an offering price of $7.50 per unit, for a gross proceeds of approximately $13 million, before deducting placement agent fees and offering expenses. In addition, at the closing of the Offering which took place on April 13, 2026, the Company issued to the Purchasers warrants (the “Greenshoe Warrants”) to purchase up to an additional 400,000 Class A Ordinary Shares at an exercise price of $7.50 per share, representing up to an additional $3.0 million of potential gross proceeds to the Company, if and to the extent exercised.

Each of the Common Warrants has an exercise price of $8.25 per share, and is exercisable beginning on the date of issuance, and will expire 3.5 years after the date of issuance. Each Common Warrant entitles the holder to purchase up to a number of Class A Ordinary Shares equal to 150% of such Purchaser’s shares purchased in the Offering, subject to automatic increase upon each exercise of any Greenshoe Warrant. Each of the Greenshoe Warrants has an exercise price of $7.50 per Class A Ordinary Share, and is exercisable beginning on the date of issuance, and will expire 45 days after the closing, subject to extension as set forth therein.

The Securities Purchase Agreements contain customary representations, warranties and covenants of the Company and the Purchasers, as well as customary indemnification obligations of the parties. The Offering closed on April 13, 2026.

The Securities were offered pursuant to a registration statement on Form F-1 (File No. 333-294587) filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 8, 2025 and declared effective on March 27, 2026. The Offering was made only by means of a prospectus that forms a part of such registration statement. The Class A Ordinary Shares are listed on The Nasdaq Capital Market under the symbol “YDDL.”

FT Global Capital, Inc. acted as the exclusive placement agent (the “Placement Agent”) in the Offering pursuant to a Placement Agency Agreement (the “Placement Agency Agreement”) dated April 10, 2026, by and between the Company and the Placement Agent. The 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 also agreed to reimburse the Placement Agent for certain due diligence and travel expenses up to $45,000 and legal fees of the Placement Agent’s counsel up to $65,000. In addition, the Company agreed to issue to the Placement Agent or its designees at the closing a 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 to $9.00 per Class A Ordinary Share (the “Placement Agent Warrants”), which Placement Agent Warrants are exercisable for a term not to exceed 3.5 years from the commencement of sales in the Offering.

The foregoing descriptions of the Placement Agency Agreement, Form of Warrant, Form of Greenshoe Warrant, Form of Placement Agent Warrant, and the Securities Purchase Agreement are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 1.1, Exhibits 4.1, Exhibits 4.2, Exhibits 4.3, and Exhibits 10.1 to this Report on Form 6-K, respectively, and are incorporated herein by reference.

On April 10, 2026, the Company issued a press release announcing the pricing of the Offering, a copy of which is furnished as Exhibit 99.1 hereto. On April 13, 2026, the Company issued a press release announcing the closing of the Offering, a copy of which is furnished as Exhibit 99.2 hereto. 

1

EXHIBITS INDEX

Exhibit No.		Description
1.1		Placement Agency Agreement
4.1		Form of Warrant
4.2		Form of Greenshoe Warrant
4.3		Form of Placement Agent Warrant
10.1		Form of Securities Purchase Agreement
99.1		Pricing Press Release
99.2		Closing Press Release

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 13, 2026	One and one Green Technologies. INC
	By:	/s/ Caifen Yan
	Name:	Caifen Yan
	Title:	Chief Executive Officer, Chair of the Board and Director

3

Exhibit 99.1

 

One and One Green Technologies. INC Announces $13 Million Follow-on Offering

SAN RAFAEL, BULACAN, PHILIPPINES, April 10, 2026 (GLOBE NEWSWIRE) -- One and one Green Technologies. INC (Nasdaq: YDDL) (“One and One” or the “Company”) (NASDAQ: YDDL), a Philippines-based recycler holding a government-issued license in the Philippines to import and process hazardous waste as raw materials, today announced that it has entered into a securities purchase agreement with two institutional investors for the sale of 1,733,334 units (the "Units") in a follow-on offering of its securities at a purchase price of $7.50 per Unit, each unit consisting of one Class A ordinary share, par value $ 0.0001 per share (“Class A Ordinary Share”), and one warrant (“Warrant”) to purchase one and a half Class A Ordinary Shares (together, the “Securities”). The gross proceeds from the offering are expected to be $13 million, before deducting placement agent fees and other offering expenses. In addition, the investors have the right, for a period of 45 days following the closing, to purchase an additional $3 million of Units on the same terms and conditions. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes. The closing of the offering is expected to occur on or about April 13, 2026, subject to the satisfaction of customary closing conditions.

FT Global Capital, Inc. is acting as the exclusive placement agent for the offering.

The Securities are being offered by means of and pursuant to a prospectus which is a part of the Company's registration statement on Form F-1 (File No. 333-294587), filed with the U.S. Securities and Exchange Commission (the "SEC") on March 25, 2026, which was declared effective on March 27, 2026. A final prospectus related to the offering will be filed with the SEC and may be obtained via the SEC's website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About One and One Green Technologies. INC

One and One Green Technologies. INC (NASDAQ: YDDL) is a licensed hazardous waste importer and a licensed recycler of non-ferrous metals and industrial materials in the Philippines. One and One transforms electronic waste, scrap metal, and other raw materials into high-value products, including copper alloy ingots and aluminum scraps. With a significant permitted annual capacity and advanced processing capabilities, One and One provides economical, flexible, and environmentally responsible recycling solutions to manufacturers and industrial clients across domestic and international markets. One and One is strategically positioned to meet the growing demand for sustainable resource management.

For more information, please visit our website at www.onepgti.com.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company's expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company's filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

Investor Relations Contact:
Matthew Abenante, IRC
President
Strategic Investor Relations, LLC
Tel: 347-947-2093
Email: matthew@strategic-ir.com

Exhibit 99.2

One and One Green Technologies. INC Announces Closing of $13 Million
Follow-on Offering

SAN RAFAEL, BULACAN, PHILIPPINES, April 13, 2026 /GlobeNewswire/ -- One and one Green Technologies. INC (Nasdaq: YDDL) (“One and One” or the “Company”) (NASDAQ: YDDL), a Philippines-based recycler holding a government-issued license in the Philippines to import and process hazardous waste as raw materials, today announced the closing of its previously announced follow-on offering to two institutional investors for the sale of 1,733,334 units (the “Units”) in a follow-on offering of its securities at a purchase price of $7.50 per Unit, each unit consisting of one Class A ordinary share, par value $ 0.0001 per share (“Class A Ordinary Share”), and one warrant (“Warrant”) to purchase one and a half Class A Ordinary Shares (together, the “Securities”). The gross proceeds from the offering were $13 million, before deducting placement agent fees and other offering expenses. In addition, the investors have the right, for a period of 45 days following the closing, to purchase an additional $3 million of Units on the same terms and conditions. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.

FT Global Capital, Inc. acted as the exclusive placement agent for the offering.

The Securities were offered by means of and pursuant to a prospectus which is a part of the Company’s registration statement on Form F-1 (File No. 333-294587), filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2026, which was declared effective on March 27, 2026. A final prospectus related to the offering will be filed with the SEC and may be obtained via the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About One and One Green Technologies. INC

One and one Green Technologies. INC (NASDAQ: YDDL) is a licensed hazardous waste importer and a licensed recycler of non-ferrous metals and industrial materials in the Philippines. One and One transforms electronic waste, scrap metal, and other raw materials into high-value products, including copper alloy ingots and aluminum scraps. With a significant permitted annual capacity and advanced processing capabilities, One and One provides economical, flexible, and environmentally responsible recycling solutions to manufacturers and industrial clients across domestic and international markets. One and One is strategically positioned to meet the growing demand for sustainable resource management.

For more information, please visit our website at www.onepgti.com.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

Investor Relations Contact:

Matthew Abenante, IRC

President

Strategic Investor Relations, LLC

Tel: 347-947-2093

Email: matthew@strategic-ir.com

FAQ

What did One and one Green Technologies (YDDL) raise in its April 2026 follow-on offering?

One and one Green Technologies raised gross proceeds of $13 million by selling 1,733,333 units at $7.50 per unit. Each unit includes one Class A ordinary share and a warrant to purchase one and a half additional Class A ordinary shares.

What securities are included in the One and one Green (YDDL) units and warrants?

Each unit includes one Class A ordinary share and a Common Warrant to buy 1.5 shares at $8.25 per share. Investors also received Greenshoe Warrants to purchase up to 400,000 shares at $7.50 per share for 45 days after closing.

How might the One and one Green (YDDL) Greenshoe Warrants affect total proceeds?

Greenshoe Warrants allow investors to buy up to 400,000 Class A ordinary shares at $7.50 per share. If fully exercised, they would generate up to an additional $3.0 million in gross proceeds on top of the initial $13 million offering.

What are the key terms of the One and one Green (YDDL) placement agent compensation?

FT Global Capital, Inc. earns a cash fee equal to 7.0% of aggregate gross proceeds. The company will reimburse due diligence and travel expenses up to $45,000 and legal fees up to $65,000, and issue a warrant equal to 5% of shares sold at a $9.00 exercise price.

How will One and one Green Technologies (YDDL) use the proceeds from the offering?

The company intends to use the net proceeds from the $13 million follow-on offering for working capital and general corporate purposes. This means supporting day-to-day operations, funding growth needs, and maintaining financial flexibility rather than a single designated project.

When do the One and one Green (YDDL) Common and Greenshoe Warrants expire?

Common Warrants are exercisable immediately at $8.25 per share for 3.5 years from issuance. Greenshoe Warrants are exercisable immediately at $7.50 per share and expire 45 days after the closing date, subject to potential extension under their terms.

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 PRICING PRESS RELEASE 8.0 KB
• EX-99.1 CLOSING PRESS RELEASE 9.1 KB

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT 213.7 KB

Other Documents

• EX-1.1 PLACEMENT AGENCY AGREEMENT 118.6 KB
• EX-4.1 FORM OF WARRANT 128.4 KB
• EX-4.2 FORM OF GREENSHOE WARRANT 94.6 KB
• EX-4.3 FORM OF PLACEMENT AGENT WARRANT 112.3 KB