One and one Green Technologies INC-A美股招股说明书(2026-04-13版)

One and one Green Technologies. INC 1,733,333 Units, each consisting of one Class A Ordinary Share and one Warrant to purchase up to one and a half Class AOrdinary Shares Including in the Units: (1) 1,733,333 Class A Ordinary Shares(2) 1,733,333 Warrants to Purchase Class A Ordinary Shares(3) 2,599,999 Class A Ordinary Shares Issuable upon Exercise of the Warrants to Purchase Class A Ordinary Shares One and one Green Technologies. INC. (“One and one Cayman”, “the Company”, “we”, “our”, or “us”) is offering on a best-efforts basis 1,733,333 units (the “Units”), each Unit consisting of one Class A Ordinary Share (the “Class A Ordinary Share”) and onewarrant to purchase up to one and a half Class A Ordinary Shares (each, a “Warrant”), which represents (1) 1,733,333 Class AOrdinary Shares, (2) 1,733,333 Warrants to Purchase Class A Ordinary Shares and (3) 2,599,999 Class A Ordinary Shares issuableupon exercise of the Warrants. We are offering the Units at a public offering price of $7.50 per Unit for an aggregate gross proceed ofapproximately $13 million. Each of the Warrants will have an initial exercise price of $8.25 per Class A Ordinary Share (representing110% of the public offering price per Unit) and will be exercisable beginning on the date of issuance and ending three and a half yearsafter the issuance date. The number of Class A Ordinary Shares underlying each Warrant is subject to automatic increase upon eachcash exercise of the Greenshoe Warrants by the holder (or its affiliates) of such Warrant, at a rate of 150% of the number of GreenshoeWarrant Shares so issued. In addition, at the closing of this Offering, we will issue to the investors in this Offering warrants to purchase up to an additional400,000 Class A Ordinary Shares at an exercise price of $7.50 per share, exercisable in cash only for a period of 45 days after theclosing of this Offering (the “Greenshoe Warrants”), representing up to an additional $3,000,000 of gross proceeds to us. Upon eachcash exercise of a Greenshoe Warrant, the number of Class A Ordinary Shares underlying the Warrants issued to the exercising holderas part of the Units will automatically increase by 150% of the number of Greenshoe Warrant Shares so issued, at the same $8.25 pershare exercise price applicable to the Warrants. In lieu of Class A Ordinary Shares otherwise issuable upon exercise of the GreenshoeWarrants, a holder may elect to receive pre-funded warrants with an exercise price equal to the par value of our Class A OrdinaryShares (the “Pre-Funded Warrants”). See “Description of Securities We Are Offering — Greenshoe Warrants” for additionalinformation. The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The Class A Ordinary Sharescan only be purchased in this offering with the accompanying Warrants as part of the Units, but the component parts of the Units willbe immediately separable and issued separately in this Offering. The initial exercise price of $8.25 per Class A Ordinary Share for each of the Warrants was determined at 110% of the publicoffering price of $7.50 per Unit. Because each Warrant is exercisable for up to one and a half Class A Ordinary Shares, the aggregateexercise price per Warrant is $12.375. The public offering price per Unit is an assumed price only. The offering price for our securities in this offering will be determinedat the time of pricing, and may be at a discount to the then current market price or to the assumed price set forth above. The assumedoffering price used throughout this prospectus may not be indicative of the final offering price. The final public offering price will bedetermined through negotiation between us and investors based upon a number of factors, including our history and our prospects, theindustry in which we operate, our past and present operating results, the previous experience of our executive officers and the generalcondition of the securities markets at the time of this offering. We do not intend to apply for listing of the Warrants on any national securities exchange or other trading market, and we do notbelieve any such market will develop. Therefore, the liquidity of the Warrants will be limited and should be considered illiquid. This prospectus also relates to the Class A Ordinary Shares issuable from time to time upon the exercise of the warrants hereby. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of thesecurities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will notreceive a refund in the event that we do not sell a number of securities sufficient to pursue the business goals outlined in thisprospectus. Because there is no minimum offering amount, investors could be in a position where they have invested in our Company,but we are unable to fulfill our objectives due to a lack of intere