Correspondence 0001213900-25-052291 from One & one Green Technologies. INC (YDDL) (CIK 0002034723)
One & one Green Technologies. INC (YDDL) (CIK 0002034723)
Date: June 9, 2025 · CIK: 0002034723 · Accession: 0001213900-25-052291
AI Filing Summary & Sentiment
File numbers found in text: 333-284375
Referenced dates: January 30, 2025
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CORRESP
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One & one Green Technologies. INC
No. 45 Diliman1 San Rafael Bulacan
Bulacan, Philippines, 3008
June 9, 2025
VIA EDGAR
Division of Corporation Finance
Office of Trade & Services
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Attention:
Robert Shapiro
Theresa Brillant
Scott Anderegg
Donald Field
Re:
One & one Green Technologies. INC
Registration Statement on Form F-1
Filed on January 21, 2025
File No. 333-284375
Ladies and Gentlemen:
We are in receipt of the comment letter dated
January 30, 2025 regarding One & one Green Technologies. INC (the “Company”, “One & one Cayman” or “we”)
from the U.S. Securities and Exchange Commission staff (the “Staff”). An amended Registration Statement on Form F-1 (the “F-1/A”)
is being submitted confidentially to accompany this letter. As requested by the Staff, we have provided responses to the questions raised
by the Staff. For your convenience, the summarized matters are listed below, followed by our responses:
Registration Statement on Form F-1 filed January
21, 2025
Results of Operations
Comparison of the Period Ended June 30, 2024
and 2023, page 38
1.
We note disclosure of projected profit for 2024. We also note disclosure of unaudited revenue for the third and fourth quarters of 2024. Please clarify whether the quarterly revenue amounts are projected or actual amounts. Additionally, for any projected revenue or net profit amounts presented, provide qualitative disclosure to explain how your costs and expenses were impacted for the periods presented to provide context for projected amounts presented, including disclosing the assumptions that are most significant to the projected information being presented. Finally, disclose any limitations to the projections presented. See Item 10(b)(2) of Regulation S-K.
RESPONSE: We note the
Staff’s comment, and, in response hereto, respectfully advise the Staff that the quarterly revenue amounts and net profits
disclosed are actual amounts and we have removed language that might cause misunderstanding on page 36 of the F-1/A. There are no
variables based on projections or estimates.
Related Party Transactions, page 74
2.
Please revise this section to provide the required information as of a most recent date. Refer to Item 7.B of Form 20-F.
RESPONSE: We note the
Staff’s comment, and, in response hereto, respectfully advise the Staff that we have revised this section to provide the
required information as of the date of the prospectus on page 71 of the F-1/A.
Description of Share Capital, page 75
3.
We note your response to our prior comment 4 and we reissue our comment. Please disclose here the nature of your disparate voting rights, including the number of votes per share to which each class of common stock is entitled.
RESPONSE: We note the Staff’s
comment, and, in response hereto, respectfully advise the Staff that we have included such information in the third paragraph of the Description
of Share Capital on page 72 of the F-1/A.
We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our outside securities counsel William S. Rosenstadt, Esq., Yarona L. Yieh, or Mengyi “Jason” Ye, Esq. of Ortoli
Rosenstadt LLP at wsr@orllp.legal, yly@orllp.legal or jye@orllp.legal.
Very truly yours,
By:
/s/ Caifen Yan
Name:
Caifen Yan
Title:
Chief Executive Officer