Orangekloud (NASDAQ: ORKT) appeals Nasdaq delisting after sub-$1 share price

Rhea-AI Filing Summary

Orangekloud Technology Inc. received a Nasdaq Staff Delisting Determination on January 29, 2026 because its shares closed below $1.00 for 30 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2) on minimum bid price. The company is not eligible for the usual 180-day grace period because it previously cured a similar deficiency with a reverse stock split within the past year.

Orangekloud plans to appeal by requesting an oral hearing before a Nasdaq Hearings Panel under Listing Rule 5815. Once the request is filed, the delisting and trading suspension will be stayed while the Panel reviews the case. During this period, the company’s stock will continue to trade on the Nasdaq Capital Market under the symbol ORKT. The company will submit a written compliance plan and seek a limited-time exception, but there is no assurance the Panel will approve the plan or that any measures will successfully restore compliance.

Positive

• None.

Negative

• Nasdaq delisting risk: Nasdaq staff has issued a delisting determination for Orangekloud’s common stock due to prolonged non-compliance with the $1.00 minimum bid price, and the company expressly warns there is no assurance its appeal or compliance plan will be successful.

Insights

Equity market structure analyst

Nasdaq delisting process starts for ORKT; trading continues during planned appeal.

Orangekloud has triggered Nasdaq’s delisting process after its share price stayed below $1.00 for 30 consecutive business days. Because it already used a reverse stock split within the past year to cure a prior deficiency, it does not qualify for a new 180‑day grace period.

The company plans to appeal under Listing Rule 5815, which, once the request is filed, stays any suspension or delisting while a Nasdaq Hearings Panel reviews a written compliance plan. During this time, the stock continues trading on the Nasdaq Capital Market under “ORKT.”

The outcome depends on whether the Panel grants a time‑limited exception and whether Orangekloud can execute a credible plan to regain compliance. The company notes there is no assurance the Panel will approve its plan or that any proposed measures will succeed.

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 February, 2026

Commission file number: 001-42189

Orangekloud Technology Inc.

(Registrant’s Name)

70 Bendemeer Road

#04-04 Luzerne

Singapore 339940

+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 ☐

NASDAQ DELISTING NOTICE AND COMPANY APPEAL

As previously disclosed, on January 29, 2026, OrangeKloud Technology Inc. (the “Company”) received a Staff Delisting Determination (the “Staff Determination”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that Nasdaq has initiated the process of delisting the Company’s securities from the Nasdaq Capital Market as a result of the Company’s non-compliance with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”), which requires primary securities listed on the Nasdaq Capital Market to maintain a minimum bid price of at least $1.00 per share. Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if a deficiency under the Listing Rule continues for a period of consecutive 30 consecutive business days. The Company is not eligible for a 180 day grace period under Rule 5810(c)(3)(A), in which to regain compliance, due to the fact that the Company cured a prior failure to comply with the Minimum Bid Price Rule by means of a reverse stock split in the previous twelve months.

On February 4, 2026, the Company issued a press release announcing the Staff Determination. The full text of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 6-K.

Exhibit No.		Description
99.1		Press Release issued on February 4, 2026

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: February 5, 2026	By:	/s/ Goh Kian Hwa
		Goh Kian Hwa
		Chief Executive Officer

Exhibit 99.1

 

Orangekloud Technology Inc. Announces Nasdaq Delisting Determination Letter

Singapore, February 4, 2026 (GLOBE NEWSWIRE) – Orangekloud Technology Inc. (NASDAQ: ORKT) (“Orangekloud” or the “Company”), a Singapore-based technology company offering the eMOBIQ®️ No-Code platform for development of mobile applications, today announced that, on January 29, 2026, it received a Staff Delisting Determination Letter from the staff of Nasdaq Listing Qualifications (the “Staff”).

This Letter stated that, due to the Company’s securities having closed at less than $1 per share over the previous 30 consecutive business days and thus not complying with Listing Rule 5550(a)(2), and that the Company has effected a reverse stock split over the prior one-year period and therefore is not eligible to receive the 180-calendar day period otherwise allotted to demonstrate compliance under Listing Rule 5810(c)(3)(A), the Staff has determined that it will commence proceedings to delist the Company’s common stock from the Nasdaq Capital Market (the “Nasdaq”).

The Company intends to appeal the Staff Determination by filing a request for oral hearing before the Nasdaq Hearings Panel (the “Panel”) pursuant to Nasdaq Listing Rule 5815. Per Rule 5815(a)(1)(B), this request, once filed, will stay the suspension of trading or delisting of the Company’s securities pending the hearing and the Panel’s decision. In the meantime, the Company’s securities will continue to trade in the normal manner on the Nasdaq Capital Market under the symbol “ORKT.”

Per Listing Rule 5815(a)(5), the Company will submit to the Hearings Panel a written plan of compliance, and request that the Panel grant an exception to the listing standards for a limited time period, as permitted by Rule 5815(c)(1)(A). There can be no assurance, however, that the Panel will approve the Company’s plan to regain compliance and/or grant the requested exception, nor can there be any assurance that such plan will be successful if brought into effect.

The Company furnishes this announcement to satisfy its obligation under Listing Rule 5810(b) to make public disclosure of the subject deficiency and of the Staff Determination within four business days thereof.

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.

Contacts

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

Why did Orangekloud Technology Inc. (ORKT) receive a Nasdaq delisting determination?

Orangekloud received a Nasdaq delisting determination because its common stock closed below $1.00 per share for 30 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2). This minimum bid price rule applies to primary securities listed on the Nasdaq Capital Market, triggering the delisting process.

Is Orangekloud (ORKT) eligible for a 180-day grace period to fix its Nasdaq bid price issue?

No, Orangekloud is not eligible for the typical 180-day grace period under Listing Rule 5810(c)(3)(A). The company already cured a prior minimum bid price deficiency within the past year by executing a reverse stock split, which disqualifies it from receiving another automatic compliance period.

How does Orangekloud plan to respond to Nasdaq’s delisting determination?

Orangekloud intends to appeal by requesting an oral hearing before a Nasdaq Hearings Panel under Listing Rule 5815. It plans to submit a written plan of compliance and ask the Panel for a time-limited exception to the listing standards, as permitted by Rule 5815(c)(1)(A).

Will Orangekloud’s shares continue trading on Nasdaq during the appeal process?

Once Orangekloud files its hearing request under Listing Rule 5815(a)(1)(B), the suspension of trading and delisting will be stayed. During this stay, the company states that its securities will continue to trade normally on the Nasdaq Capital Market under the ticker symbol ORKT.

Is there any guarantee Orangekloud will remain listed on the Nasdaq Capital Market?

There is no guarantee Orangekloud will remain listed. The company explicitly states there can be no assurance the Hearings Panel will approve its compliance plan or grant an exception, and no assurance that any plan, even if approved, will successfully restore compliance with Nasdaq listing standards.

What Nasdaq listing rules are cited in Orangekloud’s delisting determination and appeal plan?

The situation centers on Nasdaq Listing Rule 5550(a)(2) for the $1.00 minimum bid price and Rule 5810(c)(3)(A) regarding grace periods. Orangekloud’s planned appeal and requested exception rely on procedures outlined in Nasdaq Listing Rules 5815(a)(1)(B), 5815(a)(5), and 5815(c)(1)(A).