F-1/A: Orangekloud Technology Inc. Files Amendment No. 7 to Form F-1 for IPO

Orangekloud Technology Inc. has filed an amendment to its Form F-1 registration statement for its initial public offering, planning to list on the Nasdaq Capital Market under the symbol ORKT.

Summary

• Orangekloud Technology Inc., a Cayman Islands-based holding company, has filed Amendment No. 7 to its Form F-1 registration statement with the SEC.
• The company is planning an initial public offering (IPO) of its Class A Ordinary Shares and aims to list on the Nasdaq Capital Market under the symbol ORKT.
• The offering includes a public offering prospectus for up to 2,750,000 Class A Ordinary Shares and a resale prospectus for 800,000 Class A Ordinary Shares by selling shareholders.
• The estimated initial public offering price is between $4.25 and $5.25 per Class A Ordinary Share.
• The company will not receive any proceeds from the sale of shares by the selling shareholders.
• The company intends to use the net proceeds from the offering for acquisitions, strategic investments, research and development, and working capital.
• Maxim Group LLC is acting as the underwriter for the offering.
• The company is an emerging growth company and a foreign private issuer, which allows for reduced disclosure requirements.

Sentiment

Score: 5

Explanation: The document presents a mixed sentiment. While it highlights the company's strengths and strategies, it also acknowledges risks, losses, and potential challenges. The overall tone is cautiously optimistic.

Positives

• The company is pursuing strategic initiatives such as acquisitions and R&D investments.
• The company has a dual-class share structure that allows existing shareholders to maintain control.
• The company is an emerging growth company and a foreign private issuer, which allows for reduced disclosure requirements.

Negatives

• The company will not receive any proceeds from the sale of shares by the selling shareholders.
• The Class A Ordinary Shares registered for resale as part of the Resale Prospectus, once registered, will constitute a considerable percentage of our public float.
• The sales of a substantial number of registered shares could result in a significant decline in the public trading price of our Class A Ordinary Shares and could impair our ability to raise capital through the sale or issuance of additional Class A Ordinary Shares.
• Despite such a decline in the public trading price, certain Selling Shareholders may still experience a positive rate of return on the Class A Ordinary Shares due to the lower price that they purchased the Class A Ordinary Shares compared to other public investors and may be incentivized to sell their Class A Ordinary Shares when others are not.

Risks

• An active trading market for the Class A Ordinary Shares may not develop.
• The share price may fluctuate significantly.
• The dual-class voting structure may limit the ability of Class A shareholders to influence corporate matters.
• Investors will face immediate and substantial dilution.
• The company may be classified as a passive foreign investment company (PFIC), leading to adverse tax consequences for U.S. investors.
• Future sales of Ordinary Shares by existing shareholders, including the sales pursuant to the Resale Prospectus, may adversely affect the market price of our Class A Ordinary Shares.

Future Outlook

The company plans to use the net proceeds of this Offering in the following order of priority: Approximately 50% for Acquisitions or strategic investments in complementary businesses or technologies; Approximately 10% for continuing investment into research and development; Approximately 40% for working capital and other general corporate purposes.

Industry Context

The company operates in the competitive and rapidly evolving markets for Low-Code development platforms and digital transformation solutions, primarily targeting SMEs.

Comparison to Industry Standards

• The document mentions competitors like Outsystems Inc., Mendix Technology B.V., Appian, AppGyver, Thunkable and Bubble Group, Inc. in the Low-Code development platform market.
• The document references Gartner's forecast for the worldwide Low-Code development technologies market, projecting a total of approximately $26.9 billion in 2023.
• The document cites a Prescient & Strategic Intelligence Private Limited report projecting the global Low-Code development platform market to reach approximately $190.8 billion by 2030.

Stakeholder Impact

• Existing shareholders will experience dilution.
• New investors will face immediate and substantial dilution in the net tangible book value per share.
• The dual-class share structure will limit the ability of Class A shareholders to influence corporate matters.

Next Steps

• The company intends to list its Class A Ordinary Shares on the Nasdaq Capital Market under the symbol ORKT.
• The company plans to use the net proceeds from the offering for acquisitions, strategic investments, research and development, and working capital.

Key Dates

Keywords

IPO, Class A Ordinary Shares, Nasdaq, ORKT, Resale Prospectus, Emerging Growth Company, Foreign Private Issuer, Maxim Group LLC, Selling Shareholders, Dual-Class Share Structure, Orangekloud Technology Inc.