Business Context and Reporting Period
This Form 6-K filing by Orangekloud Technology Inc. (the "Company") covers the month of August 2026. The filing discloses the execution of an Agreement and Plan of Exchange of Securities dated August 21, 2026, with Orbis Technology Limited ("Orbis") and its shareholders. The transaction is structured as a reverse merger where Orbis will become a wholly-owned subsidiary of the Company. Upon closing, the Company intends to change its name to "VeVe Inc." and its Nasdaq ticker symbol to "VEVE."
Key Financial Metrics and Transaction Terms
The filing details the financial mechanics of the proposed transaction rather than historical operating results for the period.
- Exchange Consideration: Up to 3,967,705 Orbis capital shares will be exchanged for up to 600,000,000 Company ordinary shares (pre-reverse-split basis) with a deemed value of $1.00 per share.
- Share Conversion Ratio: Each Orbis ordinary share converts into 37.8048 Class A ordinary shares and 113.4144 Class B ordinary shares of the Company.
- Non-Refundable Deposit: Orbis intends to provide $1,000,000 in cash to the Company within 60 days of the agreement date. Funds are restricted to operations and non-affiliate debt repayment.
- Financing Target: The Company aims to complete a private placement of Class A ordinary shares for gross proceeds between $30,000,000 and $100,000,000 at or before closing. $3,000,000 of these proceeds are earmarked for operations and debt repayment.
- Advisor Compensation: The Company intends to issue 90,927,946 warrants to advisor Meyzer Asset Management Pte. Ltd. at an exercise price of $1.00 per share, plus a finder's fee up to 6% of funds raised.
- Equity Incentives: The agreement allows for grants under the 2025 Equity Incentive Plan (up to 875,965 shares), RSUs for executives (up to $3,000,000 each), and advisory success fees (up to $3,500,000).
Material Changes and Governance
The transaction represents a material change in the Company's corporate structure, ownership, and operations.
- Ownership Structure: Orbis shareholders holding over 75% of Orbis stock have signed the agreement, with an anticipated increase to at least 93% via drag-along rights.
- Board Composition: The post-closing board will consist of seven directors: two existing Company directors, four Orbis nominees, and one Meyzer nominee. Senior executive positions will be held by individuals designated by Orbis.
- Shareholder Approval: The Company must obtain the affirmative vote of holders of at least a majority of its outstanding voting power to approve the transaction.
- Lock-Up Period: Orbis equity holders are subject to a 12-month lock-up agreement preventing the transfer of shares received in the exchange.
Guidance, Risks, and Contingencies
The transaction is subject to numerous conditions and risks that could prevent closing.
- Conditions to Closing: Key conditions include board approval (contingent on a fairness opinion), satisfactory due diligence, confirmation of committed financing ($30M-$100M), shareholder approval, Nasdaq listing approval, and New Zealand Overseas Investment Office consent.
- Termination Rights: The agreement may be terminated if the transaction does not close by December 31, 2026, or if there are uncured breaches, material adverse effects, or legal restraints.
- Indemnification: The Company may be required to issue additional Class A shares to Orbis shareholders for damages up to $50,000,000 if claims arise from pre-closing operations or misstatements.
- Forward-Looking Statements: The filing contains forward-looking statements regarding the transaction's success, which are subject to risks and uncertainties that could cause actual results to differ materially.
Investor Verification Checklist
- Verify the outcome of the extraordinary general meeting of shareholders required to approve the Exchange Agreement.
- Confirm the successful completion of the private placement financing targeting $30,000,000 to $100,000,000.
- Monitor the receipt of the independent fairness opinion required for board approval.
- Check for regulatory approvals, specifically from the New Zealand Overseas Investment Office and Nasdaq listing approval.
- Review the final terms of the Meyzer Asset Management warrants and the form of the advisory agreement.
- Assess the financial health and due diligence findings regarding Orbis Technology Limited prior to closing.