Orangekloud (ORKT) keeps Nasdaq listing and pursues VeVe reverse merger
Rhea-AI Filing Summary
Orangekloud Technology Inc. reports that it has regained compliance with the Nasdaq Capital Market’s minimum bid price requirement, so its Class A Ordinary Shares will continue to be listed and traded on Nasdaq and a previously scheduled delisting hearing has been cancelled.
The company also provides an update on its proposed reverse merger transaction with Orbis Technology Limited, owner of the VeVe digital asset platform. Under a contemplated deal, Orbis co-founders and shareholders would hold a majority of Orangekloud’s shares, with current Orangekloud shareholders owning a minority stake. The parties remain in active negotiations under a non-binding letter of intent and state that more time is needed to finalize terms before signing a definitive agreement.
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Insights
Orangekloud avoids Nasdaq delisting while pursuing a transformative but still uncertain reverse merger.
Orangekloud Technology Inc. has resolved a critical listing risk by regaining compliance with Nasdaq’s minimum bid price rule. This means its Class A Ordinary Shares remain on the Nasdaq Capital Market and a delisting hearing set for
Separately, the company is negotiating a reverse merger with Orbis Technology Limited, whose VeVe platform focuses on licensed digital assets. If completed as described, Orbis co-founders and shareholders would own a majority of Orangekloud, with existing shareholders diluted to a minority position.
The merger remains governed by a non-binding LOI, and the parties highlight that extra time is required to finalize definitive terms. Actual impact on shareholders will depend on whether a binding agreement is executed and on final deal structure, ownership split details, and any related financing or restructuring described in future disclosures.
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 March, 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 March 2, 2026, the Company received a letter from the Hearings Advisor of Nasdaq, noting that the Nasdaq Listing Qualifications staff have advised the Hearings Department that the Company has regained compliance with the bid price requirement in Listing Rule 5550(a)(2) and that the Company is therefore in compliance with the Nasdaq Capital Market’s listing requirements. Consequently, the hearing before the Hearings Panel scheduled to take place on March 17, 2026 has been cancelled. The Company’s Class A Ordinary Shares will continue to be listed and traded on The Nasdaq Stock Market.
On March 3, 2026, the Company issued a press release announcing the letter from the Hearings Advisor of Nasdaq. The full text of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 6-K.
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As previously disclosed, 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 March 3, 2026, the Company issued a press release announcing while both parties continue to engage in active discussions and negotiations and remain committed to the Reverse Merger Transaction, additional time is required to finalize certain terms of the definitive agreement. The full text of the Press Release is attached as Exhibit 99.2 to this Current Report on Form 6-K.
This Report on Form 6-K, including Exhibits 99.1 and 99.2 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 and 99.2 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 announcing letter from Hearings Advisor of Nasdaq issued on March 3, 2026 | |
| 99.2 | Press Release with regards to Reverse Merger issued on March 3, 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: March 3, 2026 | By: | /s/ Goh Kian Hwa |
| Goh Kian Hwa | ||
| Chief Executive Officer | ||
Exhibit 99.1
Orangekloud Technology Inc. Regains Compliance with Nasdaq Listing Requirements
Singapore, March 03, 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 it has regained compliance with the Nasdaq Capital Markets Listing Requirements.
As previously disclosed on February 4, 2026, the Company received a Staff Delisting Determinations Letter indicating that the Company’s securities had closed below $1.00 per share for 30 consecutive business days, failing to meet the minimum bid price requirement under Listing Rule 5550(a)(2). At that time, the Company stated its intention to appeal the Staff Determination by requesting an oral hearing before the Nasdaq Hearing Panel (the “Panel”) pursuant to Listing Rule 5815.
The Company is pleased to announce that the Nasdaq Listing Qualifications staff have since advised the Hearings Department that the Company has regained compliance with the bid price requirement under Listing Rule 5550(a)(c) and is now in full compliance with the Nasdaq Capital Markets listing requirement. As a result, the hearing before the Panel previously scheduled for March 17, 2026, has been cancelled. The Company’s Class A Ordinary Shares will continue to be listed and traded on The Nasdaq Capital Market under the symbol “ORKT.”
“We are pleased to have resolved this matter and regained full compliance with Nasdaq’s listing standards,” said Alex Goh, CEO of Orangekloud Technology. “This outcome reflects the confidence our shareholders and the market have in our long-term vision. We remain focused on advancing our business initiatives and delivering value to our shareholders.”
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
Exhibit 99.2
Orangekloud Technology Issues Update on Proposed Merger with VeVe
Singapore, March 03, 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 an update on the Proposed Merger Transaction with 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. VeVe is Orbis’s flagship consumer-facing brand and marketplace, serving as a distribution and demand engine for the Group’s underlying IP infrastructure.
As previously disclosed in the Company’s Press Release from February 11, 2026, Orangekloud Technology has entered into a non-binding Letter of Intent (“LOI”) with VeVe and indicated that the parties were working toward the execution of a definitive agreement on or around February 28, 2026.
The Company today announced that while both parties continue to engage in active discussions and negotiations, both parties remain committed to the proposed transaction, but additional time is required to finalize certain terms of the definitive agreement.
Management believes the discussions remain constructive and continue to work diligently with VeVe to complete the negotiation and documentation process in the near term. The Company intends to provide further updates upon the execution of the definitive agreement or any further material developments.
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
How did Orangekloud (ORKT) resolve its Nasdaq delisting risk?
What does the proposed reverse merger mean for Orangekloud (ORKT) shareholders?
Is Orangekloud’s merger with Orbis and VeVe already finalized?
Will Orangekloud (ORKT) remain listed on the Nasdaq Capital Market?
What business does Orbis Technology and its VeVe brand operate in?
How does Orangekloud (ORKT) describe its core business model?
Filing Exhibits & Attachments
3 documentsPress Releases
