SecProbe.io

CORRESP
 1
 filename1.htm

 May 21, 2026

 VIA EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 One and one Green Technologies. INC

 Registration Statement on Form F-1 (File No. 333-296008)

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended, One and one Green Technologies. INC, hereby requests acceleration of the effective date
of the above-referenced Registration Statement so that it will become effective on Tuesday, May 26, 2026 at 5:00 p.m., ET, or as soon
thereafter as practicable.

 Very truly yours,

 One and one Green Technologies. INC

 By:
 /s/ Caifen Yan

 Name:
 Caifen Yan

 Title:
 Chair of the Board and Director

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 14, 2026

Caifen Yan
Chief Executive Officer
One & one Green Technologies. INC
1st Diliman
San Rafael Bulacan, Philippines, 3008

 Re: One & one Green Technologies. INC
 Draft Registration Statement on Form F-1
 Submitted May 6, 2026
 CIK No. 0002034723
Dear Caifen Yan:
 This is to advise you that we do not intend to review your registration
statement.
 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you that the
company and its management are responsible for the accuracy and adequacy of
their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
 Please contact Rebekah Reed at 202-551-5332 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Yarona L. Yieh
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 March 27, 2026

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 One and one Green Technologies, Inc.

 Registration Statement on Form F-1 (File No. 333-294587)

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the "Securities Act"), FT Global Capital, Inc. hereby join the request of One and
one Green Technologies, Inc. that the effective date of the above-referenced Registration Statement on Form F-1 be declared effective
at 4:00 p.m. (Washington, D.C. time) on March 27, 2026, or as soon thereafter as practicable, or at such other time as the Company or
its outside counsel, Ortoli Rosenstadt LLP, request by telephone that such Registration Statement be declared effective.

 In connection with this acceleration
request and pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each placement agent or
dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many copies, as well as "e-red"
copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned confirm that
it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they
have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with
the above-referenced issue.

 Sincerely,

 FT Global Capital Inc.

 By:
 /s/ Patrick Ko

 Name:

 Patrick Ko

 Title:
 President

CORRESP
 1
 filename1.htm

 March 27, 2026

 VIA EDGAR

 `

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 One and one Green Technologies. INC

 Registration Statement on Form F-1 (File No. 333-294587)

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, One and one Green Technologies.
INC, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective
on Friday, March 27, 2026 at 4:00 p.m., ET, or as soon thereafter as practicable.

 Very truly yours,

 One and one Green Technologies. INC

 By:
 /s/ Caifen Yan

 Name:
 Caifen Yan

 Title:
 Chair of the Board and Director

CORRESP
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One and one Green Technologies. INC

1st Diliman

San Rafael Bulacan, Philippines, 3008

September 25, 2025

VIA EDGAR

Division of Corporate Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    One and one Green Technologies. INC

    Registration Statement on Form F-1, as amended (File No. 333-284375)

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, One and one Green Technologies. INC hereby requests an acceleration
of the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, so that such Registration Statement
will become effective at 4:00 p.m., Eastern Time, on September 29, 2025, or as soon thereafter as practicable.

The Company understands that the Commission will
consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the fact that the Company
is aware of its responsibilities under the Securities Act as they relate to the proposed public offering of the securities specified in
the Registration Statement.

    Very Truly yours,

    One and one Green Technologies. INC

    By:
    /s/ Caifen Yan

    Name:
    Caifen Yan

    Title:
    Chief Executive Officer, Director, and

the Chair of the Board

    cc:
    Yarona Yieh, Esq.

    Ortoli Rosenstadt LLP

CORRESP
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VIA EDGAR

September 25, 2025

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, D.C. 20549

    Re:
    One & one Green Technologies. INC

Registration Statement on Form F-1, as amended
(File No. 333-284375)

Request For Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities
Act”), Cathay Securities, Inc., acting as representative of the underwriters, hereby join One & one Green Technologies. INC
in requesting acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 4:00
p.m., Eastern Time, on September 29, 2025, or as soon thereafter as practicable.

Pursuant to Rule 460 under
the Securities Act, we wish to advise you that we have distributed as many copies of the preliminary prospectus dated August 22, 2025,
to selected dealers, institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

The undersigned confirms that
it has complied and will continue to comply with, and it has been informed or will be informed by participating dealers that it has complied
or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.

Very truly yours,

Cathay Securities, Inc.

    By:
    /s/ Xiaoyu Li

    Name:
    Xiaoyu Li

    Title:
    Chief Executive Officer

CORRESP
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One & one Green Technologies. INC

1st Diliman

1 San Rafael Bulacan, Philippines, 3008

September 2, 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:
    Scott Anderegg

    Donald Field

    Re:
    One & one Green Technologies. INC

    Amendment No. 3 to Registration Statement on Form F-1

    Filed August 22, 2025

    File No. 333-284375

Ladies and Gentlemen:

We are in receipt of the comment letter dated
August 27, 2025, regarding One & one Green Technologies. INC (the “Company”, or “we”) from the U.S. Securities
and Exchange Commission staff (the “Staff”). An amended Registration Statement on Form F-1 (the “Form F-1/A”)
is being submitted to accompany this letter. As requested by the Staff, we have provided responses to the question raised by the Staff.
For your convenience, the summarized matters are listed below, followed by our responses:

Amendment No. 3 to Registration Statement on
Form F-1 Filed August 22, 2025

Exhibit 5.1, page II-2

    1.
    We note that you have not identified the number of shares to be registered. Please file a revised legal opinion identifying the number of shares covered by the opinion.

RESPONSE: We note the Staff’s
comment, and, in response hereto, respectfully advise the Staff that we have filed a revised legal opinion to identify the number of shares
to be registered.

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

August 27, 2025
Huajun Yan
Chief Executive Officer
One & one Green Technologies INC
No. 45 Diliman
1 San Rafael Bulacan, Philippines, 3008
Re:One & one Green Technologies INC
Amendment No. 3 to Registration Statement on Form F-1
Filed August 22, 2025
File No. 333-284375
Dear Huajun Yan:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 3 to Registration Statement on Form F-1 Filed August 22, 2025
Exhibit 5.1, page II-2
1.We note that you have not identified the number of shares to be registered. Please file
a revised legal opinion identifying the number of shares covered by the opinion.

August 27, 2025
Page 2
            Please contact Scott Anderegg at 202-551-3342 or Donald Field at 202-551-3680 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Yarona L. Yieh

CORRESP
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One & one Green Technologies. INC

1st Diliman

1 San Rafael Bulacan, Philippines, 3008

July 10, 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

    Amendment No. 1 to Registration Statement on Form F-1

    Filed June 9, 2025

    File No. 333-284375

Ladies and Gentlemen:

We are in receipt of the comment letter dated
June 27, 2025, regarding One & one Green Technologies. INC (the “Company”, or “we”) from the U.S. Securities
and Exchange Commission staff (the “Staff”). An amended Registration Statement on Form F-1 (the “Form F-1/A”)
is being submitted 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:

Amendment No. 1 to Registration Statement on
Form F-1 Filed June 9, 205

Liquidity and Capital Resources, page 37

 1. Please discuss your material cash requirements, including commitments for capital expenditures, as
of December 31, 2024. Include in your discussion the general purpose of such requirements and the anticipated sources of funds needed
to satisfy such requirements. Refer to Item 5.B.3 of Form 20-F.

RESPONSE: We note the Staff’s
comment, and, in response hereto, respectfully advise the Staff that the Company has no material cash requirement as of December 31, 2024.
The majority of our capital expenditures were completed in 2023, and our operating cash flows are sufficient to support ongoing business
operations. The Company currently has no interest-bearing debt. Should material investments or capital needs arise in the future, any
such expenditures would be subject to the Board’s approval and, if necessary, supported by appropriately structured bank financing.
We have revised the disclosure on page 37 of Form F-1/A to discuss Company’s cash requirements.

Our Corporate Structure and History, page 43

 2. Please revise the chart to detail the ownership of your Class A and Class B Ordinary Shares and their
respective ownership and voting power percentages. In this regard, we note that you have presented the information on an aggregate basis.

RESPONSE: We note the Staff’s
comment, and, in response hereto, respectfully advise the Staff that we have revised the chart to detail the ownership of Company’s
Class A and Class B Ordinary Shares and their respective ownership and voting percentage.

Notes to the Consolidated Financial Statements

Note 2.(q) Segment reporting, page F-12

 3. Please tell us how your disclosure complies with the requirements of ASU 2023-07 for a single reportable
segment. Also refer to ASC 280-10-50.

RESPONSE: We note the Staff’s
comment, and, in response hereto, respectfully advise the Staff that the Company operates and manages its business as a single segment
and has one operating and reportable segment, trading of recycled scrap metals.

The accounting policies of the segment
are the same as those described in the summary of significant accounting policies. The chief operating decision maker assesses performance
for the segment and decides how to allocate resources based on net income that also is reported on the income statement as consolidated
net income. The measure of segment assets is reported on the balance sheet as total consolidated assets.

The Company’s Chief Executive
Officer is the chief operating decision-maker (“CODM”). When making decisions about allocating resources and assessing the
performance of the Company as a whole, the CODM review operating metrics and consolidated financial statements.

Consequently, the Company has determined
that it has only one reportable operating segment.

We have also included the above discussion
on page F-12 of Form F-1/A.

Note 4. Accounts receivable, net, page F-17

 4. Please tell us why your accounts receivable balance increased from $2.65 million at December 31, 2023
to $17.4 million at December 31, 2024. Include in your response the amount that has been collected from the amount outstanding at December
31, 2024.

RESPONSE: We note the Staff’s
comment, and, in response hereto, respectfully advise the Staff that the increase in accounts receivable balance was primarily driven
by the concentration sales in the second half year of 2024 due to the production relocated to a newly constructed factory during the first
half year of 2024. The time shift led to a higher volume of credit sales towards the end of the year, resulting in an elevated accounts
receivable balance as of December 31, 2024. As of June 30, 2025, all accounts receivable has been collected from the amount outstanding
at December 31, 2024.

We have disclosed the above reason for
the increase in accounts receivable balance from $2.65 million at December 31, 2023 to $17.4 million at December 31, 2024 on page F-17
of Form F-1/A.

Note 5. Inventories, page F-17

 5. Please explain the difference between materials in transit and raw materials and revise your disclosure
accordingly. Refer to ASC 330-10-50.

RESPONSE: We note the Staff’s
comment, and, in response hereto, respectfully advise the Staff that the raw materials represent the materials purchased readily for production
and held by the Company in its warehouse.

Materials in transit represent the materials
shipping on the road but not yet arrived at the warehouse of the Company. Under the shipment terms of FOB (Free on Board), the risk of
loss and damage was transferred from the seller to the buyer when materials were loaded onto the vessel and are a trigger for
the purchaser’s legal obligation to pay for the goods, which correspondingly brought the balance of materials in transit recorded
under inventories.

We have disclosed the above explanation
for the difference between materials in transit and raw materials on page F-17 of Form F-1/A.

    2

Note 10. Income Taxes, page F-18

 6. Please disclose why taxes payable increased by approximately $2.4 million at December 31, 2024.

RESPONSE: We note the Staff’s
comment, and, in response hereto, respectfully advise the Staff that the taxes payable include income tax payable and VAT. The increase
of approximately $2.4 million in taxes payable was driven by higher accrued income tax liabilities under ASC 740 due to increased profitability,
along with elevated VAT obligations resulting from greater sales volume.

We have disclosed the above reason on
page F-18 of Form 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

3

June 27, 2025
Huajun Yan
Chief Executive Officer
One & one Green Technologies INC
No. 45 Diliman
1 San Rafael Bulacan, Philippines, 3008
Re:One & one Green Technologies INC
Amendment No. 1 to Registration Statement on Form F-1
Filed June 9, 2025
File No. 333-284375
Dear Huajun Yan:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 30, 2025 letter.
Amendment No. 1 to Registration Statement on Form F-1 Filed June 9, 2025
Liquidity and Capital Resources, page 37
1.Please discuss your material cash requirements, including commitments for capital
expenditures, as of December 31, 2024. Include in your discussion the general
purpose of such requirements and the anticipated sources of funds needed to satisfy
such requirements. Refer to Item 5.B.3 of Form 20-F.
Our Corporate Structure and History , page 43
2.Please revise the chart to detail the ownership of your Class A and Class B Ordinary
Shares and their respective ownership and voting power percentages.  In this regard,
we note that you have presented the information on an aggregate basis.

June 27, 2025
Page 2
Notes to the Consolidated Financial Statements
Note 2.(q) Segment reporting, page F-12
3.Please tell us how your disclosure complies with the requirements of ASU 2023-07
for a single reportable segment. Also refer to ASC 280-10-50.
Note 4. Accounts receivable, net , page F-17
4.Please tell us why your accounts receivable balance increased from $2.65 million at
December 31, 2023 to $17.4 million at December 31, 2024. Include in your response
the amount that has been collected from the amount outstanding at December 31,
2024.
Note 5. Inventories, page F-17
5.Please explain the difference between materials in transit and raw materials and revise
your disclosure accordingly. Refer to ASC 330-10-50.
Note 10. Income Taxes, page F-18
6.Please disclose why taxes payable increased by approximately $2.4 million at
December 31, 2024.
            Please contact Robert Shapiro at 202-551-3237 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related matters.
Please contact Scott Anderegg at 202-551-3342 or Donald Field at 202-551-3680 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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

January 30, 2025
Huajun Yan
Chief Executive Officer
One & one Green Technologies INC
No. 45 Diliman
1 San Rafael Bulacan, Philippines, 3008
Re:One & one Green Technologies INC
Registration Statement on Form F-1
Filed January 21, 2025
File No. 333-284375
Dear Huajun Yan:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
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.
Related Party Transactions, page 74
Please revise this section to provide the required information as of a most recent 2.

January 30, 2025
Page 2
date. Refer to Item 7.B of Form 20-F.
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.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Robert Shapiro at 202-551-3273 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related
matters. Please contact Scott Anderegg at 202-551-3342 or Donald Field at 202-551-3680
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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One & one Green Technologies. INC

No. 45 Diliman1 San Rafael Bulacan

Bulacan, Philippines, 3008

January 21, 2025

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

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

    Amended Draft Registration Statement No.1

    Submitted November 12, 2024

    CIK No. 0002034723

Ladies and Gentlemen:

We are in receipt of the comment letter dated December 5, 2024 regarding
One & one Green Technologies. INC (the “Company”, “One & one Cayman” or “we”) from the U.S.
Securities and Exchange Commission staff (the “Staff”). A Registration Statement on Form F-1 (the “F-1”) 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:

Amendment No. 1 to Draft Registration Statement
on Form F-1

Cover Page

    1.
    We note your response
    to comment 5 and reissue in part. Please refer to the tenth paragraph and your revised cash flow disclosure. Please provide a cross-reference
    to the consolidated financial statements.

RESPONSE: We note the Staff’s comment, and, in response hereto, respectfully
advise the Staff that we have provided the cross-reference to the consolidated financial statements in the tenth paragraph.

Our Corporate Structure and History, page
4

    2.
    We note your response
    to comment 11. Please revise your chart to identify the person or entity that owns the Cayman Island entities. In this regard, please
    revise to identify the person or entity that owns the equity in One and one International Limited.

RESPONSE: We note the Staff’s
comment, and, in response hereto, respectfully advise the Staff that we have revised the chart to identify Sunbeam Limited, a British Virgin Islands company as the 100% owner of
equity in One and one International Limited.

Management’s Discussion and Analysis
of Financial Condition and Results of Operations

Comparison of the Period Ended June 30, 2024
and 2023

Operating Expenses, page 37

    3.
    We note your response
    to prior comment 21 and issue a follow up comment. Please quantify and disclose the business reasons for the material decrease in
    selling and marketing expenses, and the material increase in general and administrative expenses for the six months period ended
    June 30, 2024 compared to the six month period ended June 30, 2023. Discuss in more detail why modifications were needed to your
    “new production site due to the weather” and if you expect your expenses to continue to be unfavorably impacted for the
    remainder of 2024 due to these conditions. Refer to Item 5.A of Form 20-F as referenced from Item 4.a of Form F-1.

RESPONSE: We note the
Staff’s comment, and, in response hereto, respectfully advise the Staff that we have quantified and disclosed the business
reason for the material decrease in selling and marketing expenses, and the material increase in general and administrative expenses
for the six months period ended June 30, 2024 compared to the six month period ended June 30, 2023 on page 38. We have also
disclosed in more detail the reason for the need of modifications to Company’s “new production site due to the
weather.” on page 38. There was not additional unfavorable impact for the remainder of 2024 due to these reasons. At this
stage, we do not anticipate additional significant repair and maintenance expenses for the first half of 2025 as we have strengthened the walls and stabilized the roads to mitigate
the potential risk of adverse weather conditions.

Description of Share Capital, page 74

    4.
    We note your written
    response to comment 22 and your related new risk factor on page 20. However, it does not appear that you have revised your Description
    of Share Capital disclosure. 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 disclosed that Ms. Yan, through One and one International Limited,
will beneficially own approximately 70.9% of the total voting power and will have significant influence in determining the outcome of
any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, election of directors
and other significant corporate actions.

Noted to Condensed Consolidated Financial
Statements

For the Six Months Ended June 30, 2024 and
2023

Note 4. Accounts receivable, net, page F-33

    5.
    Please disclose the
    reasons for the increase in accounts receivable, net from $2.65 million at December 31, 2023 to $10.125 million at June 30, 2024.
    Also, explain why there was no increase in your allowance for credit losses at June 30, 2024 based on the material increase in accounts
    receivable.

RESPONSE: We note the Staff’s
comment, and, in response hereto, respectfully advise the Staff that we have disclosed the reasons for the increase in accounts receivable,
net from $2.65 million at December 31, 2023 to $10.125 million at June 30, 2024. In addition, regarding the allowance for credit losses, as of June 30, 2024, the Company’s accounts
receivable aging analysis showed that all outstanding balances were within three months, with more than 90% of the accounts receivable
balance being less than one month old. Under the Company’s application of the CECL (Current Expected Credit Loss) methodology, which
utilizes a roll rate-based model incorporating historical collection patterns, aging of receivables, current economic conditions, and
reasonable forecasts, the expected credit losses as of June 30, 2024, were assessed to be immaterial. The Company provides customers
with a 180-day credit period, and historical collection records indicate that all receivables have been collected within this period.
As of the preliminary figures for the third quarter of 2024, more than $8 million has been collected gradually. The receivables portfolio
is of high quality, with a short-aging profile and consistent collection trends from previous periods, supporting this conclusion. Therefore,
the provision for credit losses was not material to the financial statement and no figure was left on the face of the balance sheet.

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

December 5, 2024
Huajun Yan
Chief Executive Officer
One & one Green Technologies INC
No. 45 Diliman
1 San Rafael Bulacan, Philippines, 3008
Re:One & one Green Technologies INC
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted November 12, 2024
CIK No. 0002034723
Dear Huajun Yan:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our September 17, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1.We note your response to comment 5 and reissue in part.  Please refer to the tenth
paragraph and your revised cash flow disclosure.  Please provide a cross-reference to
the consolidated financial statements.

December 5, 2024
Page 2
Our Corporate Structure and History, page 4
2.We note your response to comment 11. Please revise your chart to identify the person
or entity that owns the Cayman Island entities. In this regard, please revise to
identify the person or entity that owns the equity in One and one International
Limited.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Comparison of the Period Ended June 30, 2024 and 2023
Operating Expenses, page 37
3.We note your response to prior comment 21 and issue a follow up comment. Please
quantify and disclose the business reasons for the material decrease in selling and
marketing expenses, and the material increase in general and administrative expenses
for the six months period ended June 30, 2024 compared to the six month period
ended June 30, 2023. Discuss in more detail why modifications were needed to your
"new production site due to the weather" and if you expect your expenses to continue
to be unfavorably impacted for the remainder of 2024 due to these conditions. Refer
to Item 5.A of Form 20-F as referenced from Item 4.a of Form F-1.
Description of Share Capital, page 74
4.We note your written response to comment 22 and your related new risk factor on
page 20. However, it does not appear that you have revised your Description of
Share Capital disclosure. 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.
Noted to Condensed Consolidated Financial Statements
For the Six Months Ended June 30, 2024 and 2023
Note 4. Accounts receivable, net, page F-33
5.Please disclose the reasons for the increase in accounts receivable, net from $2.65
million at December 31, 2023 to $10.125 million at June 30, 2024. Also, explain why
there was no increase in your allowance for credit losses at June 30, 2024 based on the
material increase in accounts receivable.
            Please contact Robert Shapiro at 202-551-3273 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related
matters. Please contact Scott Anderegg at 202-551-3342 or Donald Field at 202-551-3680
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

September 17, 2024
Huajun Yan
Chief Executive Officer
One & one Green Technologies INC
No. 45 Diliman
1 San Rafael Bulacan, Philippines, 3008
Re:One & one Green Technologies INC
Draft Registration Statement on Form F-1
Submitted August 23, 2024
CIK No. 0002034723
Dear Huajun Yan:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1
Cover Page
1.We note your disclosure that following the offering, One and one International Limited
will carry a majority of the voting power of the company and that the company will be a
"controlled company." Please revise the cover page to disclose, if true, that One and one
International Limited will have the ability to determine all matters requiring approval by
stockholders.
We note your disclosure, "[w]e are a holding company that is incorporated in the Cayman
Islands. As a holding company with no operations, we conduct all of our operations
through our wholly owned subsidiary in Hong Kong, being the wholly foreign-
owned enterprise (“WFOE”), who in turn conducts its operations through Contractual
Arrangements with operating entities in the Philippines. This is commonly known as a
variable interest entity (“VIE”) structure. The Class A Shares offered in this Offering are
Class A Shares of the holding company that is incorporated in the Cayman Islands." 2.

September 17, 2024
Page 2
Please revise your disclosure to disclose prominently on the prospectus cover page that
you are not a Chinese operating company and that your holding company and VIE
structure involves unique risks to investors.
3.We note that you use a holding company and VIE structure. Please refrain from using
terms such as “we” or “our” when describing activities or functions of a VIE. For
example, disclose, if true, that your subsidiaries and/or the VIE conduct operations in the
Philippines, that the VIE is consolidated for accounting purposes but is not an entity in
which you own equity, and that the holding company does not conduct operations.  Please
revise the prospectus throughout accordingly.
4.Provide prominent disclosure about the legal and operational risks associated with being
based in China or Hong Kong. Your disclosure should make clear whether these risks
could result in a material change in your operations and/or the value of the securities you
are registering for sale or could significantly limit or completely hinder your ability to
offer or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless. Your disclosure should address how recent
statements and regulatory actions by China’s government, such as those related to the use
of variable interest entities and data security or anti-monopoly concerns, have or may
impact the company’s ability to conduct its business, accept foreign investments, or list on
a U.S. or other foreign exchange. Please disclose the location of your auditor’s
headquarters and whether and how the Holding Foreign Companies Accountable Act, as
amended by the Consolidated Appropriations Act, 2023, and related regulations will
affect your company. Your prospectus summary should address, but not necessarily be
limited to, the risks highlighted on the prospectus cover page
5.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
State whether any transfers, dividends, or distributions have been made to date between
the holding company, its subsidiaries, and consolidated VIEs, or to investors, and quantify
the amounts where applicable. Provide a cross-reference to the consolidated
financial statements.
6.Please amend your disclosure here and in the summary risk factors and risk factors
sections to state that, to the extent cash or assets in the business is in Hong Kong or a
Hong Kong entity, the funds or assets may not be available to fund operations or for other
use outside of Hong Kong due to interventions in or the imposition of restrictions and
limitations on the ability of you, your subsidiaries, or the consolidated VIEs by the PRC
government to transfer cash or assets. On the cover page, provide cross-references to these
other discussions.
7.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, the consolidated VIEs or investors, summarize the
policies on your cover page and in the prospectus summary, and disclose the source of
such policies (e.g., whether they are contractual in nature, pursuant to regulations, etc.);
alternatively, state on the cover page and in the prospectus summary that you have no
such cash management policies that dictate how funds are transferred. Provide a cross-
reference on the cover page to the discussion of this issue in the prospectus summary.

September 17, 2024
Page 3
Prospectus Summary, page 1
8.Disclose each permission or approval that you, or your subsidiaries, or the VIEs are
required to obtain from Chinese authorities to operate your business and to offer the
securities being registered to foreign investors. State whether you, your subsidiaries, or
VIEs are covered by permissions requirements from the China Securities Regulatory
Commission (CSRC), Cyberspace Administration of China (CAC) or any other
governmental agency that is required to approve the VIE's operations, and state
affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied. Please also describe the
consequences to you and your investors if you, or your subsidiaries, or the VIEs: (i) do
not receive or maintain such permissions or approvals, (ii) inadvertently conclude that
such permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the
future.
9.Provide a clear description of how cash is transferred through your organization. Disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company, its subsidiaries, and the consolidated VIEs, and direction of
transfer. Quantify any dividends or distributions that a subsidiary or consolidated VIE
have made to the holding company and which entity made such transfer, and their tax
consequences. Similarly quantify dividends or distributions made to U.S. investors, the
source, and their tax consequences. Your disclosure should make clear if no transfers,
dividends, or distributions have been made to date. Describe any restrictions on foreign
exchange and your ability to transfer cash between entities, across borders, and to U.S.
investors. Describe any restrictions and limitations on your ability to distribute earnings
from the company, including your subsidiaries and/or the consolidated VIEs, to the parent
company and U.S. investors as well as the ability to settle amounts owed under the VIE
agreements.
10.In your summary of risk factors, disclose the risks that your corporate structure and being
based in China or Hong Kong poses to investors. In particular, describe the significant
regulatory, liquidity, and enforcement risks with cross references to the more detailed
discussion of these risks in the prospectus. For example, specifically discuss risks arising
from the legal system in China, including risks and uncertainties regarding the
enforcement of laws and that rules and regulations in China can change quickly with little
advance notice; and the risk that the Chinese government may intervene or influence your
operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of the securities you are registering for sale.
Acknowledge any risks that any actions by the Chinese government to exert more
oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.

September 17, 2024
Page 4
Our Corporate Structure and History, page 4
11.Please refer to the included organizational chart. Please revise to identify the person or
entity that owns the equity in each depicted entity (including the two disclosed VIEs).
Additionally, please describe briefly all contracts and arrangements through which you
claim to have economic rights and exercise control that results in consolidation of the
VIE’s operations and financial results into your financial statements. Describe how this
type of corporate structure may affect investors and the value of their investment,
including how and why the contractual arrangements may be less effective than direct
ownership and that the company may incur substantial costs to enforce the terms of the
arrangements. Disclose the uncertainties regarding the status of the rights of the Cayman
Islands holding company with respect to its contractual arrangements with the VIE, its
founders and owners, and the challenges the company may face enforcing these
contractual agreements due to legal uncertainties and jurisdictional limits.
12.Please refer to the included organizational chart and the two disclosed VIEs.  Please
revise the chart to avoid using solid lines to denote relationships with the VIEs.
Alternatively, with respect to relationships with the VIEs, please use dashed lines without
arrows.
13.We note your disclosure here and on page 39 that the Cayman Islands holding company
controls and receives the economic benefits of the VIE’s business operations through
contractual agreements between the VIEs and your Wholly Foreign-Owned Enterprise
(WFOE) and that those agreements are designed to provide your WFOE with the power,
rights, and obligations equivalent in all material respects to those it would possess as the
sole equity holder of the VIEs. We also note your disclosure elsewhere that the Cayman
Islands holding company is the primary beneficiary of the VIE. However, neither the
investors in the holding company nor the holding company itself have an equity
ownership in, direct foreign investment in, or control of, through such ownership or
investment, the VIEs. Accordingly, please refrain from implying that the contractual
agreements are equivalent to equity ownership in the business of the VIEs. Any references
to control or benefits that accrue to you because of the VIEs should be limited to a clear
description of the conditions you have satisfied for consolidation of the VIEs under U.S.
GAAP. Additionally, your disclosure should clarify that you are the primary beneficiary
of the VIE for accounting purposes.
Risk Factors, page 9
Given the Chinese government’s significant oversight and discretion over the conduct and
operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on your
business or on the value of your securities. Highlight separately the risk that the Chinese
government may intervene or influence your operations at any time, which could result in
a material change in your operations and/or the value of your securities. Also, given
recent statements by the Chinese government indicating an intent to exert more oversight
and control over offerings that are conducted overseas and/or foreign investment in
China-based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. We remind you 14.

September 17, 2024
Page 5
that, pursuant to federal securities rules, the term “control” (including the terms
“controlling,” “controlled by,” and “under common control with”) means “the possession,
direct or indirect, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities, by contract, or
otherwise.
15.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and your offering and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date.
Use of Proceeds, page 24
16.We note that you have expressed your use of proceeds as percentage of proceeds. Please
revise to also state the approximate dollar amount of proceeds to be used for each
identified use of proceeds.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
28
17.If applicable, please clarify whether inflation has had or is expected to have a material
impact on your operations and results. In addition, please tell us what consideration you
have given to including a risk factor specific to the impact of inflation on your
business.  Please also discuss whether supply chain disruptions have materially affected
your outlook or business goals. Specify whether these challenges have materially
impacted your results of operations or capital resources and quantify, to the extent
possible, how your sales, profits, and/or liquidity have been impacted. Revise to discuss
known trends or uncertainties resulting from mitigation efforts undertaken, if any. Explain
whether any mitigation efforts introduce new material risks, including those related to
product quality, reliability, or regulatory approval of products.  Finally, if
applicable, describe the direct or indirect impact of Russia’s invasion of Ukraine on your
business.
Results of Operations, Comparison of Fiscal Years Ended December 31, 2023 and 2022
Revenue and Gross profit and gross margin, page 30
18.Please revise your disclosure to quantify the extent to which changes in sales
mix impacted your revenues and income from operations for the year ended December 31,
2023. As applicable, describe the extent to which such changes are attributable to changes
in prices or to changes in the volume or amount of products being sold or to the
introduction of new products. Please quantify the extent to which changes in your sales
mix towards aluminum products in relation to copper impacted your revenue, cost of
revenue, and gross margin. Refer to Item 5.A.1 of Form 20-F as referenced from Item
4a of Form F-1.
Operating Expenses, page 31
19.Please expand your discussion to quantify the significant factors resulting in the material
variances in operating expenses for the year ended December 31, 2023. Refer to Item 5.A
of Form 20-F as referenced from Item 4a of Form F-1.

September 17, 2024
Page 6
Our Corporate Structure and History, page 38
20.Please revise the chart to detail the ownership of your Class A and Class B Ordinary
Shares and their respective ownership and voting power percentages.  In this regard, we
note that you have presented the info