F-1/A: Orangekloud Technology Inc. Files Amendment for Proposed IPO and Share Resale

Orangekloud Technology Inc. has filed an amendment to its registration statement for a proposed initial public offering of Class A Ordinary Shares and a subsequent resale of shares by existing shareholders.

Summary

• Orangekloud Technology Inc., a Cayman Islands-based holding company, has filed Amendment No. 4 to its Form F-1 registration statement with the SEC.
• The filing includes a prospectus for a public offering of 2,500,000 Class A Ordinary Shares.
• It also includes a resale prospectus for 800,000 Class A Ordinary Shares to be sold by existing shareholders.
• The initial public offering price is estimated to be between $4.00 and $5.00 per share.
• The company has applied to list its Class A Ordinary Shares on the Nasdaq Capital Market under the symbol ORKT.
• The offering is contingent upon Nasdaq approval.
• Following the offering, directors, officers, and principal shareholders will hold approximately 69.20% of the company's shares, representing 95.60% of the total voting power.
• The company is classified as an emerging growth company and a foreign private issuer, which allows for reduced disclosure requirements.

Sentiment

Score: 6

Explanation: The document presents a mix of positive and negative aspects. The IPO and growth strategies are positive, but the risk factors and past losses temper the overall sentiment.

Positives

• The company is pursuing an IPO to raise capital.
• The company is expanding its market presence globally through direct sales and channel business, including expanding further into the APAC region, European markets and the U.S. market through Mergers and Acquisition.
• The company is working closely with universities to expand its market presence.

Negatives

• The company has experienced losses in the past, and may not achieve or sustain profitability in the future.
• The company faces significant competition.
• The company is dependent on its relations with key suppliers.
• The future sales of Class A Ordinary Shares by existing shareholders, including the sales pursuant to the Resale Prospectus, may adversely affect the market price of our Ordinary Shares.

Risks

• An active trading market for the company's Class A Ordinary Shares may not develop.
• The share price may fluctuate significantly, and investors may lose all or part of their investment.
• The dual-class voting structure may limit investors' ability to influence corporate matters.
• Investors will face immediate and substantial dilution in the net tangible book value per share.
• The company may be classified as a passive foreign investment company (PFIC), leading to adverse tax consequences for U.S. investors.
• The company has broad discretion in the use of the net proceeds from the offering and may not use them effectively.

Future Outlook

The company intends to use the proceeds from the offering for acquisitions, research and development, and working capital.

Industry Context

The company operates in the Low-Code/No-Code software development platform market, which is projected to experience significant growth in the coming years.

Comparison to Industry Standards

• The document mentions competitors like Outsystems Inc., Mendix Technology B.V., Appian, AppGyver, Thunkable and Bubble Group, Inc.
• The document references industry reports from Gartner, Inc. and Prescient & Strategic Intelligence Private Limited regarding market size and growth forecasts.
• The document references Microsoft's anticipation that 450 million apps will be designed on No-Code/Low-Code platforms over the next five years.

Related Party Transactions

• The company rented office space from K.H. Goh Holdings Pte Ltd, a company owned by directors Goh Kian Hwa and Lung Lay Hua.
• The company paid director fees and remuneration to directors Goh Kian Hwa, Lung Lay Hua, and Chew Kim Chwee.

Stakeholder Impact

• Shareholders will experience dilution.
• The company's ability to execute its growth strategy will impact employees, customers, and suppliers.
• The success of the IPO will affect the company's access to capital markets.

Next Steps

• The company needs to secure approval for listing on the Nasdaq Capital Market.
• The company will proceed with the public offering and resale of shares.
• The company will execute its plans for acquisitions, research and development, and market expansion.

Key Dates

Keywords

IPO, Class A Ordinary Shares, Resale Prospectus, Emerging Growth Company, Foreign Private Issuer, Nasdaq, Orangekloud Technology, ORKT, Initial Public Offering, Share Offering, Technology