F-1/A: Orangekloud Technology Inc. Files Amendment No. 8 to Form F-1 for Initial Public Offering

Orangekloud Technology Inc. has filed Amendment No. 8 to its Form F-1 registration statement for a proposed initial public offering of 2,750,000 Class A Ordinary Shares, along with a resale prospectus for 800,000 Class A Ordinary Shares by selling shareholders.

Summary

• Orangekloud Technology Inc., a Cayman Islands-based holding company, is preparing for its initial public offering (IPO) on the Nasdaq Capital Market under the ticker symbol ORKT.
• The company is offering 2,750,000 Class A Ordinary Shares, with an estimated IPO price between $4.25 and $5.25 per share.
• Selling shareholders are offering an additional 800,000 Class A Ordinary Shares through a resale prospectus; Orangekloud will not receive any proceeds from these sales.
• The offering is contingent upon Nasdaq's approval of the listing application.
• The company's directors, officers, and principal shareholders will retain significant control with approximately 68.44% of the combined Class A and Class B Ordinary Shares after the offering.
• Orangekloud operates primarily through its Singapore and Malaysia subsidiaries, focusing on a No-Code software development platform (eMOBIQ) for SMEs.
• The company intends to use the net proceeds from the IPO for acquisitions, strategic investments, research and development, and working capital.
• Maxim Group LLC is acting as the underwriter for the offering.
• The company is registered as an emerging growth company and a foreign private issuer, which allows for reduced disclosure requirements.

Sentiment

Score: 5

Explanation: The document presents a mix of positive and negative aspects. While the company highlights its strengths and growth strategies, it also acknowledges past losses, competition, and potential risks associated with the IPO and market conditions. The financial results for 2023 were worse than 2022.

Positives

• The company's No-Code platform (eMOBIQ) offers rapid development and cross-platform compatibility.
• Orangekloud provides comprehensive digital transformation solutions for SMEs.
• The company has integration with major ERP vendors through the eMOBIQ Connector.
• The company has an experienced management team.

Negatives

• The company does not have a long operating history as an integrated group.
• The company has experienced losses in the past and may not achieve or sustain profitability in the future.
• The company faces significant competition in the Low-Code development platform market.
• 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

• The company's share price may fluctuate significantly in the future.
• An active trading market for the company's Class A Ordinary Shares may not develop.
• The company's dual-class voting structure may limit investors' ability to influence corporate matters.
• Investors in the company's Class A Ordinary Shares will face immediate and substantial dilution.
• The company may be classified as a passive foreign investment company (PFIC), which could have adverse tax consequences for U.S. investors.
• The company is dependent on relationships with key suppliers.
• Changes to government grant rules and processing cycle may have an impact on the timings of project implementation and customers willingness to embark on the digital transformation projects.

Future Outlook

The company plans to use the net proceeds from the IPO for acquisitions, strategic investments, research and development, and working capital.

Industry Context

The company operates in the competitive Low-Code development platform market, targeting SMEs with its eMOBIQ platform and digital transformation solutions.

Comparison to Industry Standards

• The company competes with Low-Code development platforms sold by companies such as Outsystems Inc., Mendix Technology B.V., Appian, AppGyver, Thunkable and Bubble Group, Inc.
• The company also competes with software companies that offer commercial, off-the-shelf ERP solutions as well as custom software solutions.

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, for S$138,210 (US$104,760) in 2023.
• The company paid director fees and remuneration to Lung Lay Hua and Goh Kian Hwa, who are directors and shareholders.
• The company has bank facilities guaranteed by directors Goh Kian Hwa and Lung Lay Hua.

Stakeholder Impact

• Existing shareholders may experience dilution due to the issuance of new shares in the IPO.
• New investors will be subject to the risks associated with investing in a newly public company.
• The company's employees may benefit from the company's growth and expansion plans.
• Customers may benefit from the company's continued innovation and development of its eMOBIQ platform.

Next Steps

• The company is awaiting Nasdaq approval for its listing application.
• The company intends to use the net proceeds from the IPO for acquisitions, strategic investments, research and development, and working capital.

Key Dates

Keywords

IPO, initial public offering, Orangekloud, Class A Ordinary Shares, No-Code platform, eMOBIQ, digital transformation, SMEs, Nasdaq, resale prospectus