Orangekloud Technology Inc（ORKT）のニュースとイベントORKTOrangekloud Technology Inc

Orangekloud Enters Definitive Agreement with Orbis Technology

Orangekloud announced that it has entered into a definitive agreement and plan of exchange of securities with Orbis Technology. Upon closing of the transaction, Orbis will become a subsidiary of the company, which will be renamed VeVe Inc. and trade on Nasdaq under ticker symbol (VEVE). The exchange agreement follows the non-binding letter of intent announced on February 11 and represents the definitive agreement contemplated thereunder. Up to 3,967,705 Orbis capital shares, representing 100% of the Orbis capital shares outstanding immediately prior to closing, may be exchanged for the issuance of up to 600,000,000 ordinary shares of the company, at a deemed value of $1.00 per share, subject to adjustment for the exercise of certain Orbis warrants. At the effective time, each Orbis ordinary share held by an Orbis shareholder that is a party to the exchange agreement will be exchanged for 37.8048 Class A ordinary shares and 113.4144 Class B ordinary shares of the company, up to approximately 150,017,021 Class A ordinary shares and approximately 449,982,979 Class B ordinary shares in the aggregate. The company may issue up to $3.5M of restricted shares as an advisory success fee, contingent upon closing. The exchange agreement also provides for the payment of a finder's fee in connection with certain operating expense financing, not to exceed 6% of the funds raised. Holders of more than 75% of the outstanding capital stock of Orbis have executed the exchange agreement. The company anticipates that this percentage will increase to at least 93% pursuant to drag-along rights contained in an agreement among Orbis shareholders. At or prior to closing, the company is required to complete a private placement of Class A ordinary shares for aggregate gross proceeds of a minimum of $30M and a maximum of $100M. Of the proceeds, $3M is to be provided at closing to a wholly owned operating subsidiary of the company for ordinary-course operations related to its current mobile applications and SaaS solutions. Orbis intends to provide the company with $1M in cash within 60 days of the date of the exchange agreement. The payment is non-refundable, subject to limited exceptions, and is restricted to use for the Company's operations and ordinary-course business purposes. Following the effective time, the board of directors will consist of seven directors: Goh Kian Hwa and Lung Lay Hua, each a current director of the company; four nominees designated by Orbis; and one nominee designated by the company's advisor. The post-closing board is required to satisfy Nasdaq independence requirements. Senior executive officer positions of the post-closing company will be held by individuals designated by Orbis. Holders of the Company's existing Class B ordinary shares have delivered irrevocable instructions to convert all such shares into Class A ordinary shares effective upon, and conditioned on, the closing, and have agreed to vote in favor of the transaction. Holders of Orbis equity interests have entered into lock-up agreements covering the twelve-month period following the closing, subject to customary permitted transfers. The company will use its reasonable best efforts to cause the Class A ordinary shares issued in the transaction to be approved for listing on the Nasdaq Stock Market at or after the effective time. In addition to the concurrent private placement described above, the Exchange Agreement permits the Company to conduct an operating expense financing of up to $6M, subject to the pricing, use-of-proceeds and 20% ownership limitations set forth in the exchange agreement. The exchange agreement may be terminated by either party if the closing has not occurred by December 31, subject to extension in specified circumstances.

Orangekloud Updates on Merger Transaction with Orbis

Orangekloud announced an update on the proposed merger transaction with Orbis Technology. The company said, "As previously disclosed in the Company's Press Release from February 11, 2026, Orangekloud Technology has entered into a non-binding Letter of Inten 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."

Orangekloud Signs Letter of Intent with Orbis

Orangekloud Technology announced the signing of a non-binding Letter of Intent with a New Zealand-based technology company, Orbis Technology. Orbis is a global digital intellectual property 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. 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.