Singapore-based Orangekloud Technology Inc. has entered into a definitive agreement to acquire New Zealand-based Orbis Technology Limited, the company behind the digital collectibles platform VeVe. The proposed transaction represents a major strategic shift for Orangekloud, which currently focuses on No-Code software development and enterprise digital solutions.
Under the agreement, Orangekloud will acquire up to 100% of Orbis Technology by issuing up to 600 million of its ordinary shares to Orbis shareholders. These shares have an agreed deemed value of $1 per share, resulting in maximum share consideration of approximately $600 million.
This is not a conventional cash acquisition. Instead of paying Orbis shareholders entirely in cash, Orangekloud will offer them ownership in the combined listed company through newly issued shares.
The transaction was announced on August 24, 2026, following the signing of a definitive agreement on August 21, 2026. After completion, Orangekloud plans to change its corporate name to VeVe Inc. and adopt the Nasdaq ticker symbol VEVE.
The proposed acquisition is intended to combine Orangekloud’s enterprise software capabilities with Orbis’s digital intellectual property infrastructure and VeVe marketplace. If completed, the transaction could transform Orangekloud into a company operating across enterprise technology, licensed digital assets and consumer-facing digital collectibles.
Key Deal Highlights
| Deal Detail | Information |
| Acquiring Company | Orangekloud Technology Inc. (Nasdaq – ORKT) |
| Target Company | Orbis Technology Limited |
| Main Platform | VeVe |
| Deal Type | Acquisition /Share Exchange |
| Definitive Agreement Date | August 21, 2026 |
| Announcement Date | August 24, 2026 |
| Industry | Digital Assets & NFT Marketplace. |
| Acqurer country | Singapore |
| Maximum Orbis Shares to be Acquired | 3,967,705 |
| Maximum Orangekloud Shares to be Issued | 600 million |
| Deemed Value per Orangekloud Share | $1.00 |
| Maximum Deemed Share Consideration | Approximately $600 million |
| Additional Private Placement | $30 million–$100 million |
| Proposed New Company Name | VeVe Inc. |
| Proposed Nasdaq Ticker | VEVE |
| Existing Ticker | ORKT |
| Expected Closing Deadline | December 31, 2026, subject to extension provisions |
| Current Status | Announced and pending |
Company Introduction: Orangekloud Technology Inc.
Orangekloud Technology Inc. is a technology company with an operating base in Singapore. The company is incorporated in the Cayman Islands and is listed on the Nasdaq stock exchange under the ticker symbol ORKT.
Its business primarily focuses on No-Code software development platforms and digital transformation solutions for businesses.
What Does Orangekloud Technology Do?
Orangekloud develops technology that helps businesses create mobile and enterprise applications without requiring extensive traditional programming.
Its main platform, eMOBIQ, is designed to help small and medium-sized businesses as well as larger enterprises develop applications according to their operational requirements.
The company’s major business areas include:
- No-Code Application Development: Helping businesses build applications with minimal programming.
- Enterprise Resource Planning (ERP): Providing software implementation and support services.
- Mobile Applications: Developing applications for activities such as warehouse management, sales ordering, delivery and manufacturing.
- Digital Transformation: Helping businesses replace manual processes with digital systems.
- Software Consulting: Providing application customization and implementation services.
The eMOBIQ platform also supports mobile application solutions connected with enterprise systems such as Microsoft Dynamics 365 Business Central and Acumatica.
Company Introduction: Orbis Technology Limited
Orbis Technology Limited is a New Zealand-based digital technology company focused on digital intellectual property infrastructure and collectibles.
Its flagship consumer-facing platform is VeVe, which allows users to purchase, collect and trade licensed digital collectibles through a digital marketplace.
What Does Orbis Technology Do?
Orbis provides technology infrastructure that helps brands bring their licensed intellectual property into digital formats.
Its business involves several important activities:
- IP Ingestion: Bringing licensed intellectual property onto digital platforms.
- Rights Management: Managing licensing rights and permissions associated with digital assets.
- Marketplace Infrastructure: Providing a platform for buying and selling digital collectibles.
- Authentication: Supporting the verification and management of digital asset ownership.
- Secondary-Market Monetization: Supporting transactions involving previously purchased digital collectibles.
Through VeVe, Orbis connects licensed brands, digital products and consumers in an online marketplace.
What Is VeVe and How Does Its Business Model Work?
VeVe is a mobile-first digital collectibles marketplace where users can purchase and collect licensed digital products.
These collectibles can include:
- Digital artwork.
- Licensed character collectibles.
- Digital comic-related collectibles.
- Three-dimensional virtual figures.
- Limited-edition digital items.
In simple terms, VeVe operates similarly to a traditional collectibles marketplace, but its products exist in digital form.
For example, someone who collects physical stamps, coins or action figures may also be interested in collecting digital items through a platform such as VeVe.
How Does VeVe Generate Revenue?
VeVe’s business model is primarily connected to digital collectibles and licensed intellectual property.
Potential revenue sources include:
- Primary sales of digital collectibles.
- Fees or other platform revenue from marketplace transactions.
- Commercial partnerships involving licensed brands and intellectual property.
- Digital IP infrastructure and related technology services.
The actual contribution of each revenue source and the platform’s profitability should be evaluated using its financial disclosures rather than assumptions.
Why Is Orangekloud Acquiring Orbis Technology?
The main objective is to combine two different technology businesses under one corporate structure.
Orangekloud has experience in enterprise software and No-Code application development, while Orbis operates digital IP infrastructure and the VeVe collectibles marketplace.
The proposed acquisition could provide several strategic opportunities.
A. Entry Into the Digital Collectibles Market
The acquisition would give Orangekloud access to an existing digital collectibles business instead of requiring it to build a completely new marketplace from the beginning.
B. Access to the VeVe Platform
VeVe already operates as a consumer-facing digital collectibles platform. Orangekloud could use this existing infrastructure to expand its presence in the digital assets market.
C. Expansion of Licensed Intellectual Property
Orbis provides technology that helps brands issue and manage licensed digital assets. This could create opportunities to develop additional brand partnerships and digital product categories.
D. Expansion Beyond Enterprise Software
Orangekloud currently focuses primarily on business customers. The addition of VeVe could expand its customer base to individual users and digital collectors.
These are potential strategic benefits. Their actual financial impact will depend on future business performance, customer demand and successful integration.
Understanding the Deal Structure:
A Share Exchange Transaction
One of the most important aspects of this acquisition is that it is structured as a share exchange rather than a conventional cash acquisition.
In a typical acquisition, the buyer may use cash, debt financing or its own shares to purchase the target company’s shares.
In this transaction, Orangekloud will issue its own shares to Orbis shareholders in exchange for their Orbis shares.
The proposed process works as follows:
- Orbis shareholders transfer their eligible Orbis shares to Orangekloud.
- Orangekloud issues new Class A and Class B ordinary shares to those shareholders.
- Following completion, Orbis becomes a subsidiary of Orangekloud.
- Orangekloud plans to change its name to VeVe Inc. and adopt the proposed Nasdaq ticker VEVE.
This means that existing Orbis shareholders could become major shareholders in the combined listed company.
Understanding the 600 Million Shares
According to the transaction agreement, Orangekloud may issue up to 600 million ordinary shares in exchange for up to 3,967,705 Orbis shares.
| Particulars | Details |
| Maximum Orbis Shares | 3,967,705 |
| Maximum Orangekloud Shares | 600,000,000 |
| Deemed Value per Share | $1 |
| Maximum Deemed Share Consideration | $600 million |
| Class A Shares | Approximately 150.02 million |
| Class B Shares | Approximately 449.98 million |
These figures are based on the pre-reverse-split share structure and may be affected by the final transaction terms and any applicable adjustments.
Why Is Additional Financing of $30 Million to $100 Million Required?
The transaction also includes a proposed private placement through which Orangekloud intends to raise between $30 million and $100 million.
What Is a Private Placement?
A private placement is a method of raising capital by issuing shares to selected investors or institutions rather than offering them to the general public.
Under the proposed transaction arrangements:
- Minimum fundraising target: $30 million.
- Maximum fundraising target: $100 million.
- The financing is intended to involve the issuance of Class A ordinary shares.
- A portion of the proceeds, including $3 million at closing, is designated for Orangekloud’s wholly owned operating subsidiary, subject to the agreement’s terms.
The Proposed $1 Million Deposit
The agreement also provides for Orbis to make a $1 million cash deposit to Orangekloud within the specified period.
The deposit may be used for general business operations and the repayment of certain non-affiliate debt. It is generally non-refundable, subject to limited exceptions described in the agreement.
The additional financing is important because the combined business will need sufficient financial resources to support its operations and future development.
What Does the Acquisition Mean for Existing Shareholders?
Share dilution is one of the most important issues in this transaction.
When a company issues new shares, its total outstanding share count increases. If existing shareholders do not purchase additional shares, their percentage ownership may decline.
This is known as share dilution.
A Simple Example
Suppose a company has 100 shares and an investor owns 10 shares. The investor owns 10% of the company.
If the company issues another 100 shares, the total share count becomes 200.
The investor still owns 10 shares, but the ownership percentage falls to 5%.
A similar issue could arise in the Orangekloud transaction because up to 600 million new shares may be issued to Orbis shareholders.
Additional shares from the private placement, advisor warrants and other arrangements could further affect the ownership structure.
The final dilution impact will depend on the number of shares actually issued, the reverse stock split and other closing arrangements.
Why Will the Company Name and Nasdaq Ticker Change?
After completion, Orangekloud plans to change its corporate name to VeVe Inc. and its Nasdaq ticker symbol from ORKT to VEVE.
The proposed name change reflects the strategic importance of the VeVe platform and the expected expansion of the company’s business into digital collectibles and licensed intellectual property.
However, this does not necessarily mean that Orangekloud’s existing software business will disappear.
The transaction structure provides for Orbis to become a subsidiary of Orangekloud, while the existing operating business is also expected to continue under the combined corporate structure.
The proposed $3 million allocation to Orangekloud’s operating subsidiary further indicates that the existing software business remains part of the transaction planning.
Management and Board Changes
The acquisition is also expected to bring significant changes to the combined company’s management and board structure.
Under the agreement, the proposed board will consist of seven directors.
| Board Representation | Number of Directors |
| Existing Orangekloud Directors | 2 |
| Orbis Nominees | 4 |
| Transaction Advisor Nominee | 1 |
| Total | 7 |
The proposed structure gives Orbis significant representation on the board.
The agreement also provides for senior executive appointments nominated by Orbis, subject to the relevant conditions.
This indicates that Orbis’s existing leadership is expected to play an important role in managing the combined business.
Role of the Transaction Advisor and Warrants
Meyzer Asset Management Pte. Ltd. has been identified as the transaction advisor.
The agreement includes provisions for the issuance of up to 90,927,946 warrants to the advisor. Each warrant is intended to provide the right to purchase one Class A ordinary share at an exercise price of $1, subject to the applicable agreement terms.
The arrangement also includes provisions for an advisory success fee of up to $3.5 million in restricted shares.
Certain additional financing arrangements may also involve finder fees and other share-based compensation.
These provisions are important because they may create further potential share dilution after the transaction.
Orangekloud’s Financial Performance: First Half of 2026
Orangekloud’s existing financial performance is important when evaluating the proposed acquisition because it is the listed company that will own the combined business after closing.
The company released its unaudited financial results for the six months ended June 30, 2026.
| Financial Metric | H1 2025 | H1 2026 |
| Revenue | S$2.55 million | S$2.48 million |
| Net Loss | S$3.56 million | S$3.00 million |
| Research & Development Expenses | S$486,777 | S$497,518 |
| Depreciation & Amortization | S$159,629 | S$220,164 |
What Do These Results Tell Us?
Revenue: Revenue declined slightly from S$2.55 million to S$2.48 million, indicating that the existing business did not achieve revenue growth during this period.
Net Loss: The company’s net loss decreased from S$3.56 million to S$3 million, representing an improvement of approximately 16%.
Research and Development: R&D expenses increased slightly, reflecting continued investment in the company’s No-Code platform and related technology development.
Depreciation and Amortization: These expenses increased, partly due to additions to property and equipment during the second half of 2025.
Overall, Orangekloud continued to report a net loss despite the improvement compared with the previous year.
This makes the proposed acquisition particularly important because the company will need to demonstrate that the combined business can generate sustainable revenue and eventually achieve profitability.
Financing Risk: The S$1.3 Million Working Capital Loan
Orangekloud’s H1 2026 filing also disclosed a working capital loan facility obtained by its subsidiary, MSC Consulting.
On August 17, 2026, MSC Consulting entered into a S$1.3 million loan facility with Blink Credit VCC.
The disclosed terms included:
- Interest rate: 2.25% per month.
- Loan term: Six months.
- Principal repayment: Full repayment at maturity.
- Security: Personal guarantees from two directors and an assignment involving proceeds from their personal property.
This loan is separate from the acquisition consideration, but it is relevant when assessing the company’s financial position and financing risks.
Conditions Required to Complete the Acquisition
Signing a definitive agreement does not automatically mean that an acquisition has been completed.
The Orangekloud-Orbis transaction requires several important conditions to be satisfied.
These include:
- Shareholder Approval: Obtaining the required approval from Orangekloud shareholders.
- Fairness Opinion: Receiving a satisfactory fairness opinion from an independent financial advisor.
- Due Diligence: Completing the required financial, tax and legal due diligence on Orbis.
- Private Placement: Securing at least $30 million in committed financing.
- Nasdaq Approval: Obtaining approval for the listing of shares and other relevant securities.
- New Zealand Approval: Obtaining any required consent or non-objection from the New Zealand Overseas Investment Office.
- Board Approval: Establishing the proposed board structure in accordance with applicable requirements.
- Other Legal Conditions: Ensuring that no applicable legal restriction or government order prevents the transaction from closing.
If important conditions are not satisfied or waived as permitted by the agreement, the transaction could be delayed or terminated.
Main Risks and Challenges
Although the transaction could create new business opportunities, it also involves several important risks.
A. Share Dilution
The issuance of up to 600 million shares could significantly change the ownership structure and reduce the percentage ownership of existing Orangekloud shareholders.
B. Financing Risk
The company needs to secure at least $30 million in private placement financing. Failure to obtain the required funding could affect the closing process.
C. Profitability
Orangekloud reported a net loss of approximately S$3 million in the first half of 2026. The combined company will need to demonstrate that it can generate sustainable revenue and improve profitability.
D. Digital Collectibles Market
The success of VeVe depends on customer demand, licensed brand partnerships, marketplace activity and the commercial performance of its digital products.
E. Business Integration
Combining an enterprise software business with a consumer-facing digital collectibles platform will require effective management, technology coordination and operational planning.
F. Closing Conditions
Regulatory approvals, shareholder consent, financing and other contractual requirements could delay the transaction or prevent its completion.
Why Is This Deal Important?
The Orangekloud-Orbis transaction is more than a conventional company acquisition. It represents a major business transformation involving a Nasdaq-listed software company and a digital collectibles technology business.
There are three particularly important aspects of this transaction.
1. Business Transformation: Orangekloud could expand beyond enterprise software into digital collectibles, licensed intellectual property and consumer-facing marketplace services.
2. Nasdaq Identity: The proposed name change to VeVe Inc. and ticker change to VEVE would give the combined company a new market identity reflecting its planned business direction.
3. Ownership Structure: Orbis shareholders could receive a substantial number of new Orangekloud shares, making share dilution and the post-closing ownership structure important considerations for existing investors.
Is It Correct to Call This a $600 Million Acquisition?
The distinction is important for accurate business reporting.
The agreement provides for up to 600 million Orangekloud shares at a deemed value of $1 per share. This produces maximum deemed share consideration of approximately $600 million.
However:
- It is not a $600 million cash payment.
- It is not necessarily the same as the combined company’s market value.
- The actual number of shares issued may differ from the maximum.
- The private placement and advisor warrants may affect the final capital structure.
For this reason, describing the transaction as an “Up to $600 Million Share Exchange” is more accurate than calling it a “$600 Million Cash Acquisition.”
Conclusion
Orangekloud Technology’s proposed acquisition of Orbis Technology is an important corporate transaction involving enterprise software, digital intellectual property and the digital collectibles market.
If completed, the transaction is expected to transform Orangekloud into VeVe Inc., with a proposed Nasdaq ticker of VEVE. The company would combine its existing No-Code software operations with Orbis’s digital IP infrastructure and the VeVe digital collectibles marketplace.
However, the transaction also presents significant challenges, particularly share dilution, financing requirements, existing losses, business integration and regulatory approvals.
Ultimately, the success of this acquisition will depend on whether the combined company can turn its expanded technology portfolio into sustainable revenue growth and long-term profitability.
Disclaimer: This article is for informational and educational purposes only and should not be considered financial or investment advice. The acquisition is subject to regulatory approvals, shareholder consent, financing requirements, and other closing conditions. Deal details and timelines may change. Readers should verify information through official company announcements and SEC filings before making any investment decisions.
Sources: SEC Form 6-K – Acquisition Agreement | SEC – Acquisition Announcement | Orangekloud Official Website | VeVe Official Website
