Reverse merger could give VeVe owner control of Orangekloud (ORKT)

Rhea-AI Filing Summary

Orangekloud Technology Inc. has signed a non-binding Letter of Intent with New Zealand-based Orbis Technology Limited, the owner of the VeVe digital collectibles marketplace, to negotiate a reverse merger transaction. Orangekloud would acquire all of Orbis’s shares through a private issuance and sale of Orangekloud shares.

After the contemplated reverse merger, Orbis co-founders and shareholders would collectively own a majority of Orangekloud’s issued shares, while current Orangekloud shareholders would hold a minority stake. The Company expects to maintain its existing dual-class share structure and aims to finalize a definitive implementation agreement on or around February 28, 2026.

Insights

M&A and Capital Markets Analyst

Orangekloud signs non-binding LOI for a reverse merger that could shift majority ownership to VeVe’s parent.

The Company has entered a non-binding Letter of Intent with Orbis Technology Limited for a reverse merger involving acquisition of all Orbis shares via private issuance of Orangekloud stock. This structure would effectively bring Orbis’s VeVe platform under Orangekloud.

The LOI specifies that, following completion, Orbis co-founders and shareholders would collectively hold a majority of Orangekloud’s issued shares, with existing Orangekloud shareholders moving to a minority position, while the dual-class structure is expected to remain. This indicates a potential change in control, although all terms remain subject to a definitive agreement.

The parties are working toward a definitive implementation agreement on or around February 28, 2026. Actual impact will depend on final terms, execution of the reverse merger, and subsequent governance and listing arrangements, which are referenced as forward-looking and subject to the usual risks outlined in Orangekloud’s SEC filings.

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 Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Entry into a Material Definitive Agreement.

On February 10, 2026, Orangekloud Technology Inc. (the “Company”) entered into a non-binding Letter of Intent (the “LOI”) with Orbis Technology Limited (“Orbis”), pursuant to which 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 finalize terms in order to proceed toward a definitive implementation agreement.

On February 11, the Company issued a press release (the “Press Release”) announcing the LOI. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 6-K and incorporated herein by reference.

This Report on Form 6-K, including Exhibits 99.1 hereto, contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements include, among other things, statements regarding the Reverse Merger Transaction, the anticipated structure and timing of the Reverse Merger Transaction, expected ownership percentages, listing and governance expectations, contemplated restructuring and divestiture activities, and pre-closing financing activities. Important factors that could cause actual results to differ materially are included in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements except as required by applicable law.

The information furnished in this Report on Form 6-K, including Exhibits 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such a filing.

No Offer or Solicitation

This filing is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed business combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Financial Statements and Exhibits.

The following exhibits are being filed herewith:

Exhibit No.		Description
99.1		Press Release issued on February 11, 2026

1

SIGNATURES

Pursuant to the requirements of the Securities 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 11, 2026	By:	/s/ Goh Kian Hwa
	Name:	Goh Kian Hwa
	Title:	Chief Executive Officer

2

Exhibit 99.1

PRESS RELEASE

Orangekloud Technology Plans Reverse Merger with VeVe

Singapore, February 11, 2026 — 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.

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

What reverse merger has Orangekloud Technology Inc. (ORKT) announced with Orbis and VeVe?

Orangekloud signed a non-binding Letter of Intent to pursue a reverse merger with Orbis Technology Limited, owner of VeVe. Orangekloud would acquire all Orbis shares through a private issuance and sale of Orangekloud shares, bringing VeVe’s digital IP marketplace under Orangekloud’s corporate umbrella.

How would shareholder ownership change at Orangekloud (ORKT) after the proposed Orbis reverse merger?

Following the contemplated reverse merger, Orbis co-founders and shareholders would collectively own a majority of Orangekloud’s issued shares. Existing Orangekloud shareholders would move to a minority position, while the Company expects to keep its current dual-class share structure in place after completion.

Is the Orangekloud (ORKT) reverse merger with Orbis and VeVe already binding or definitive?

No, the arrangement is currently based on a non-binding Letter of Intent between Orangekloud and Orbis. The parties are working to finalize terms and aim to enter into a definitive implementation agreement on or around February 28, 2026, subject to negotiation and customary conditions.

What business does Orbis Technology Limited and its VeVe brand bring to Orangekloud (ORKT)?

Orbis is a digital intellectual property infrastructure company helping brands issue, authenticate, and monetize licensed digital assets. Its VeVe brand is a consumer-facing marketplace and distribution engine, supporting IP ingestion, rights management, marketplace infrastructure, and secondary-market monetisation across the digital IP lifecycle.

Will Orangekloud Technology Inc. (ORKT) keep its dual-class share structure after the reverse merger?

Yes, Orangekloud states that it expects to continue with its existing dual-class share structure following the contemplated reverse merger. This means the Company plans to retain its current voting share classes even though Orbis shareholders would collectively own a majority of the issued shares.

Does the Orangekloud (ORKT) 6-K and press release constitute an offer to sell securities?

No, the Company clearly states the communication is for information purposes only and does not constitute an offer, invitation, or solicitation to buy, sell, subscribe for, or dispose of any securities, nor a solicitation of any vote or approval in any jurisdiction.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 11.3 KB