Orangekloud Technology Plans Reverse Merger with VeVe

Rhea-AI Summary

Orangekloud Technology (NASDAQ: ORKT) signed a non-binding Letter of Intent to negotiate a reverse merger to acquire Orbis Technology and its flagship consumer marketplace, VeVe. The proposed deal would be effected by a private issuance and sale of Orangekloud shares for the entire issued share capital of Orbis.

Under the proposed structure, Orbis co-founders and shareholders would collectively hold a majority of Orangekloud shares and current Orangekloud shareholders would become minority holders. The company expects to retain its dual-class share structure. Parties aim to finalise terms and pursue a definitive implementation agreement on or around February 28, 2026. The LOI is non-binding and subject to final agreement.

Positive

• Signed LOI to acquire VeVe and Orbis via reverse merger
• Orbis founders expected to hold majority ownership post-transaction
• Planned continuation of dual-class share structure preserves planned control

Negative

• LOI is non-binding, creating material execution uncertainty
• Current Orangekloud shareholders would be reduced to a minority stake
• Transaction implies private share issuance that may dilute existing holders

Key Figures

LOI announcement date: Feb. 11, 2026 Target agreement date: February 28, 2026

2 metrics

LOI announcement date Feb. 11, 2026 Date Orangekloud announced LOI for reverse merger with Orbis/VeVe

Target agreement date February 28, 2026 Expected timing to finalize definitive implementation agreement

Market Reality Check

Price: $1.02 Vol: Volume 290,164 is well be...

low vol

$1.02 Last Close

Volume Volume 290,164 is well below 20-day average of 2,587,533, indicating limited pre-news trading interest. low

Technical Shares trade below 200-day MA, with price at $1.02 versus 200-day MA of $1.88 and 81.65% below the 52-week high.

Peers on Argus

ORKT was down 1.92% while peers were mixed: WCT -13.12%, EPWK -5.34%, SMSI +4.59...

ORKT was down 1.92% while peers were mixed: WCT -13.12%, EPWK -5.34%, SMSI +4.59%, LGCL +2.01%, NXPL +1.08%, pointing to stock-specific factors rather than a unified sector move.

Historical Context

1 past event · Latest: Feb 04 (Negative)

Pattern 1 events

Date	Event	Sentiment	Move	Catalyst
Feb 04	Nasdaq delisting notice	Negative	+7.7%	Nasdaq Staff Delisting Determination for minimum bid price noncompliance.

Pattern Detected

The prior Nasdaq delisting determination, a negative regulatory event, was followed by a positive +7.69% price reaction, indicating at least one recent instance where the stock rose on adverse news.

Recent Company History

In the last six months, ORKT has dealt primarily with listing compliance issues. On Feb 4, 2026, it disclosed a Nasdaq Staff Delisting Determination related to minimum bid price, after a prior reverse split had already been used to regain compliance. Despite the negative nature of that event, the stock rose 7.69% over 24 hours, showing a divergence between news tone and price action. Today’s reverse merger LOI adds a strategic angle against this backdrop of listing risk.

Market Pulse Summary

This announcement outlines a planned reverse merger where ORKT would acquire Orbis and operate its V...

Analysis

This announcement outlines a planned reverse merger where ORKT would acquire Orbis and operate its VeVe marketplace, with Orbis’s co-founders becoming majority shareholders. The LOI is non-binding and targeted for definitive agreement by February 28, 2026. Against a backdrop of recent Nasdaq delisting risk and a share price far below the $5.56 52-week high, investors may focus on deal execution, listing outcomes, and how the dual-class structure affects governance.

Key Terms

reverse merger, letter of intent, dual-class share structure, intellectual property, +1 more

5 terms

reverse merger financial

"the entire issued share capital and undertaking of Orbis (the “Reverse Merger Transaction”)."

A reverse merger is when a private company becomes publicly traded by combining with an already listed public shell company, allowing the private business to gain a stock market listing without going through a traditional IPO. Investors care because this shortcut can be faster and cheaper than an IPO but often comes with less regulatory vetting and market visibility, so it can mean higher uncertainty about valuation, financial transparency, and future liquidity.

letter of intent financial

"today announced the signing of a non-binding Letter of Intent (the “LOI”) with a New Zealand-based"

A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.

dual-class share structure financial

"The Company expects to continue with the dual-class share structure following the Reverse Merger Transaction."

A dual-class share structure is when a company issues two (or more) types of stock that give different voting power: one class typicaly gives founders or insiders more votes per share while the other class, sold to public investors, has little or no voting rights. For investors this matters because it concentrates control in a small group—like a family owning a house with most of the keys—so minority shareholders may have less influence over strategy, governance and risk, which can affect long-term value and accountability.

intellectual property technical

"Orbis is a global digital intellectual property (IP) infrastructure company that enables leading brands"

Intellectual property are legal rights that protect creations of the mind—such as inventions, brand names, designs, software, or secret formulas—giving the owner control over who can use, copy or sell them. For investors, IP is like owning a blueprint or recipe: it can generate steady income through exclusive sales or licensing, boost a company’s competitive edge and valuation, and also create costs or risks if rights must be defended or challenged in court.

secondary-market monetisation financial

"rights management, marketplace infrastructure, and secondary-market monetisation, providing an end-to-end"

Secondary-market monetisation is the process of converting an existing asset or future revenue stream into cash by selling it to other investors on the open market rather than creating something new. Think of it like selling a collectible at an auction to get money now; for investors this matters because it affects a company’s cash position, the supply of shares or claims in the market, and therefore potential dilution, liquidity and short-term valuation of the investment.

AI-generated analysis. Not financial advice.

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

What did Orangekloud (ORKT) announce about a reverse merger with VeVe on February 11, 2026?

Orangekloud announced a signed non-binding LOI to pursue a reverse merger to acquire VeVe. According to the company, the deal contemplates a private issuance of Orangekloud shares to acquire all issued share capital of Orbis, VeVe’s parent company.

How would the proposed ORKT reverse merger change ownership stakes after closing?

Orbis co-founders and shareholders would collectively hold a majority of Orangekloud shares after closing. According to the company, current Orangekloud shareholders would hold a minority stake under the proposed structure.

Will Orangekloud (ORKT) keep its dual-class share structure after the potential VeVe acquisition?

Yes, the company expects to continue its dual-class share structure following the transaction. According to the company, the planned continuation is part of the proposed post-merger corporate structure.

Is the Orangekloud (ORKT) LOI to acquire VeVe binding and when is a definitive agreement expected?

No, the LOI is non-binding and subject to definitive documentation and approvals. According to the company, parties aim to finalise terms toward a definitive implementation agreement on or around February 28, 2026.

What risks should ORKT shareholders consider regarding the proposed reverse merger with VeVe?

Shareholders should consider execution risk, dilution, and ownership changes from the private share issuance. According to the company, the proposal would leave existing Orangekloud shareholders as a minority and remains subject to final agreement.