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Orangekloud (Nasdaq: ORKT) boosts 2025 equity plan and adopts RSUs

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6-K

Rhea-AI Filing Summary

Orangekloud Technology Inc. reported that its board approved an Amended and Restated 2025 Equity Incentive Plan. The plan increases the maximum aggregate number of Class A ordinary shares issuable under the plan from 307,051 to 875,965, an increase of 568,914 shares. The company also updated the plan to include Restricted Stock Unit awards, while leaving the remaining provisions in place. As a foreign private issuer relying on the Cayman Islands home country practices, Orangekloud elected to be exempt from Nasdaq Rules 5635, which ordinarily require shareholder approval for certain equity issuances and equity-based compensation.

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New plan share limit 875,965 Class A ordinary shares Maximum aggregate number of shares under the Amended and Restated 2025 Equity Incentive Plan
Previous plan share limit 307,051 Class A ordinary shares Prior maximum aggregate shares under the 2025 Equity Incentive Plan
Increase in share pool 568,914 Class A ordinary shares Difference between new and prior maximum shares under the 2025 plan
Nasdaq rule exemption Rule 5615(a)(3) Home country rule exemption allowing Cayman Islands practices
Shareholder approval rule Nasdaq Rules 5635 Rules generally requiring shareholder approval for certain equity issuances
Amended and Restated 2025 Equity Incentive Plan financial
"adopted an Amended and Restated 2025 Equity Incentive Plan (the “A&R 2025 Plan”)"
Restrict Stock Unit Awards financial
"Section 2 and Article VIII has been updated to include Restrict Stock Unit Awards."
foreign private issuer regulatory
"As a foreign private issuer, we are permitted, in lieu of certain requirements"
A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.
home country rule exemption regulatory
"pursuant to the home country rule exemption set forth under Nasdaq Rules 5615(a)(3)"
Nasdaq Rules 5635 regulatory
"We elected to be exempt from the requirements under Nasdaq Rules 5635."
Form 6-K: How Foreign Companies Report to the SEC →

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May, 2026

 

Commission file number: 001-42189

 

 

 

Orangekloud Technology Inc.

 

 

(Registrant’s Name)

 

1 Yishun Industrial Street 1

#04-27/28&34 Aposh Building Bizhub

Singapore, 768160

+65 6317 2050

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒ Form 40-F ☐

 

 

 

 
 

 

Orangekloud Technology Inc. Adopted an Amended and Restated 2023 Equity Incentive Plan

 

Orangekloud Technology Inc. (the “Company”) adopted an Amended and Restated 2025 Equity Incentive Plan (the “A&R 2025 Plan”), as approved and authorized by the board of directors of the Company on May 8, 2026.

 

Pursuant to section 5.1 of the A&R 2025 Plan, the maximum aggregate number of shares that may be issued under the 2025 Equity Incentive Plan was adjusted from 307,051 (adjusted for post share combination) Class A ordinary shares to 875,965 Class A ordinary shares, increased by 568,914 Class A ordinary shares.

 

Section 2 and Article VIII has been updated to include Restrict Stock Unit Awards. The rest of provisions of the 2025 Plan will remain in full force and effect.

 

As a foreign private issuer, we are permitted, in lieu of certain requirements of the NASDAQ Stock Market Marketplace Rules (the “Nasdaq Rules”) and subject to certain exceptions, to follow the practices of our home country, which for the purpose of such rules is the Cayman Islands, pursuant to the home country rule exemption set forth under Nasdaq Rules 5615(a)(3).

 

We elected to be exempt from the requirements under Nasdaq Rules 5635. Nasdaq Rules 5635 generally provides that shareholder approval is required prior to issuance (or potential issuance) of securities in relation to (i) the acquisition of the stock or assets of another company; (ii) equity-based compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) transactions other than public offerings whereby there is a 20% Issuance at a price that is less than the Minimum Price, as defined in Nasdaq Rules 5635(d).

 

Financial Statements and Exhibits

 

The following exhibits are being filed herewith:

 

Exhibit No.   Description
99.1   Amended and Restated 2025 Equity Incentive Plan

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  Orangekloud Technology Inc.
   
Date: May 20, 2026 By: /s/ Goh Kian Hwa
    Goh Kian Hwa
    Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Orangekloud Technology Inc. (ORKT) change in its 2025 equity plan?

Orangekloud approved an Amended and Restated 2025 Equity Incentive Plan. The company raised the maximum Class A ordinary shares available under the plan to 875,965 and added Restricted Stock Unit awards, while keeping the rest of the plan provisions unchanged.

How many additional Orangekloud (ORKT) shares can be issued under the updated 2025 plan?

The maximum shares under the 2025 plan increased from 307,051 to 875,965 Class A ordinary shares. This represents an increase of 568,914 shares that may be issued for equity incentives, according to the amended and restated plan.

Does Orangekloud (ORKT) 2025 Equity Incentive Plan now include RSUs?

Yes. Orangekloud updated Section 2 and Article VIII of its 2025 Equity Incentive Plan to include Restricted Stock Unit Awards. These awards expand the types of equity-based compensation the company can grant to eligible participants under the plan.

How is Orangekloud (ORKT) using the Nasdaq home country rule exemption?

As a foreign private issuer, Orangekloud follows Cayman Islands practices under Nasdaq Rule 5615(a)(3). It elected exemption from Nasdaq Rules 5635, which generally require shareholder approval for certain equity issuances and compensation arrangements.

What is Nasdaq Rules 5635 and how does it relate to Orangekloud (ORKT)?

Nasdaq Rules 5635 generally require shareholder approval before issuing securities for acquisitions, equity-based compensation, change of control, or certain 20% issuances below a defined minimum price. Orangekloud has elected to be exempt from these requirements under applicable home country rules.

Filing Exhibits & Attachments

19 documents

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