MARKET WIRE NEWS

Orangekloud Technology Plans Reverse Merger with VeVe

MWN-AI** Summary

On February 11, 2026, Orangekloud Technology Inc. (NASDAQ: ORKT) announced a significant strategic move in pursuing a reverse merger with Orbis Technology Limited, a New Zealand-based digital intellectual property (IP) infrastructure company. This move signals Orangekloud's intent to expand its offerings in the digital asset management sector, especially through Orbis’s flagship brand, VeVe, which operates as a consumer-focused marketplace for licensed digital assets.

The companies have signed a non-binding Letter of Intent (LOI) to negotiate a transaction involving the acquisition and sustained operations of VeVe through a private share issuance. This transaction will result in co-founders and shareholders of Orbis holding a majority share in Orangekloud, while existing shareholders will retain a minority stake. Post-merger, Orangekloud plans to maintain its dual-class share structure, which may influence voting rights and control dynamics.

Orangekloud is known for its eMOBIQ® No-Code platform, which assists small and medium enterprises (SMEs) in developing mobile applications aimed at streamlining operations across various industries, including food services and manufacturing. The potential merger with Orbis not only diversifies Orangekloud's technology portfolio but also enhances its capability to capitalize on digital asset opportunities, tapping into the growing market for non-fungible tokens (NFTs) and digital collectibles.

The parties involved aim to finalize details of the merger by February 28, 2026, with an eye toward bolstering their market position in the fast-evolving digital asset landscape. However, investors should approach this announcement with caution, recognizing that forward-looking statements carry inherent risks and uncertainties that could impact their expected outcomes.

MWN-AI** Analysis

Orangekloud Technology Inc. (Nasdaq: ORKT) has recently embarked on an ambitious reverse merger transaction with Orbis Technology Limited, which could significantly transform its business landscape. This move is noteworthy for investors as it aligns Orangekloud with a major player in digital intellectual property (IP) infrastructure, enhancing its market position in a rapidly evolving tech sector.

From a financial perspective, the proposed merger could substantially increase shareholder value, primarily through Orbis’s existing VeVe platform. VeVe serves as a marketplace for licensed digital assets, tapping into the growing demand for NFTs and virtual goods. This represents a shift from Orangekloud's traditional focus on mobile applications to a broader digital IP management space, opening new revenue streams.

However, investors should approach this development with caution. The majority ownership shift to Orbis's co-founders post-merger introduces potential risks related to governance and control. Current shareholders will hold a minority stake, which may dilute their influence over strategic decisions. Additionally, the dual-class share structure hints at an imbalanced voting arrangement, favoring insiders.

Moreover, although the merger holds promise, the execution timeline is uncertain. The parties aim for definitive agreements by February 28, 2026, yet numerous factors such as market volatility, regulatory approval, and operational integration challenges could impact the timeline and success of the merger.

Investors should monitor the situation closely, looking for updates on the transaction’s finalization and subsequent performance indicators post-merger. While this merger offers a compelling growth narrative, it’s crucial to weigh the associated risks, especially regarding control and market conditions, before making significant investment decisions. In the current environment, prudent investment strategies should emphasize diversification and risk management as the situation develops.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: GlobeNewswire

Singapore, Feb. 11, 2026 (GLOBE NEWSWIRE) -- Orangekloud Technology Inc. (Nasdaq: ORKT) (“Orangekloud” or “the Company”), a Singapore-based technology company offering the eMOBIQ® No-Code platform for the development of mobile applications and SaaS subscription-based ISV Solutions, today announced the signing of a non-binding Letter of Intent (the “LOI”) with a New Zealand-based technology company, Orbis Technology Limited (Orbis).

Orbis is a global digital intellectual property (IP) infrastructure company that enables leading brands to issue, authenticate, and monetise licensed digital assets at scale. The Group operates across IP ingestion, rights management, marketplace infrastructure, and secondary-market monetisation, providing an end-to-end platform for digital IP lifecycle management.

VeVe is Orbis’s flagship consumer-facing brand and marketplace, serving as a distribution and demand engine for the Group’s underlying IP infrastructure.

Pursuant to the LOI, the Company and Orbis desire to negotiate a transaction with regards to the acquisition and continued operation of VeVe by the Company, through the private issuance and sale of Company shares, for the acquisition of the entire issued share capital and undertaking of Orbis (the “Reverse Merger Transaction”). Following the Reverse Merger Transaction, co-founders and shareholders of Orbis would collectively own the majority of the issued shares in the Company, and current shareholders of the Company would hold a minority stake. The Company expects to continue with the dual-class share structure following the Reverse Merger Transaction.

The parties are working to finalise terms in order to proceed toward a definitive implementation agreement on or around February 28, 2026.

About Orangekloud Technology Inc.

Orangekloud Technology Inc. (NASDAQ: ORKT) is a Singapore-based technology company which offers the eMOBIQ® No-Code platform to develop mobile applications specially designed for Small and Medium Enterprises (SMEs) and corporations. A suite of eMOBIQ® mobile applications designed to digitalize and streamline operations in warehousing, sales ordering, delivery, manufacturing, and other key areas. The industry sectors focused on include Food Services & Manufacturing, Precision Engineering, Construction, etc.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the expected trading commencement and closing dates. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions and the completion of the public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the preliminary prospectus 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. Any forward-looking statements contained in this press release speak only as of the date hereof, and OrangeKloud Technology Inc. specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.


OrangeKloud Technology Inc. IR Contact:
Steven Chu, COO and IR Officer
70 Bendemeer Road #04-04 Luzerne
Singapore 339940
(+65) 6317 2050
Email: ir@orangekloud.com

Investor Relations Inquiries:
Skyline Corporate Communications Group, LLC
Scott Powell, President
1177 Avenue of the Americas, 5th Floor
New York, New York 10036
Office: (646) 893-5835
Email: info@skylineccg.com


FAQ**

How will the acquisition of VeVe by Orangekloud Technology Inc. (ORKT) impact its existing business operations and market positioning in the technology sector?

The acquisition of VeVe by Orangekloud Technology Inc. (ORKT) is likely to enhance its technological capabilities and market positioning, enabling it to leverage VeVe's digital collectibles platform to drive innovation, attract a broader user base, and increase revenue streams.

What are the anticipated benefits for current shareholders of Orangekloud Technology Inc. (ORKT) following the Reverse Merger Transaction with Orbis Technology Limited?

Current shareholders of Orangekloud Technology Inc. (ORKT) can anticipate increased market visibility, potential for enhanced valuation, access to Orbis Technology Limited’s resources and technology, and improved growth prospects following the Reverse Merger Transaction.

Can you elaborate on the dual-class share structure that Orangekloud Technology Inc. (ORKT) plans to maintain post-merger and its implications for governance?

Orangekloud Technology Inc. (ORKT) plans to maintain a dual-class share structure post-merger, enabling certain shareholders, likely founders and executives, to retain greater voting power, which can impact governance and control decisions significantly.

What factors does Orangekloud Technology Inc. (ORKT) identify as critical in finalizing the transaction details with Orbis Technology Limited before the deadline of February 28, 2026?

Orangekloud Technology Inc. (ORKT) identifies factors such as regulatory compliance, financial due diligence, mutual agreement on valuation, integration planning, and securing necessary approvals as critical in finalizing transaction details with Orbis Technology Limited before the February 28, 2026 deadline.

**MWN-AI FAQ is based on asking OpenAI questions about Orangekloud Technology Inc. (NASDAQ: ORKT).

Orangekloud Technology Inc.

NASDAQ: ORKT

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