F-1/A: Orangekloud Technology Inc. Files for $11.5 Million IPO on Nasdaq

Orangekloud Technology Inc., a Singapore-based No-Code software development platform provider, is seeking to raise capital through an initial public offering of its Class A Ordinary Shares on the Nasdaq Capital Market.

Summary

• Orangekloud Technology Inc., a Cayman Islands-incorporated holding company with Singaporean and Malaysian subsidiaries, has filed an amendment to its Form F-1 registration statement with the SEC for a proposed initial public offering.
• The company aims to list its Class A Ordinary Shares on the Nasdaq Capital Market under the ticker symbol 'ORKT'.
• The offering consists of 2,000,000 Class A Ordinary Shares, with an estimated initial public offering price between $4.00 and $5.00 per share.
• The company has granted the underwriters an option to purchase up to 15% of the total number of Class A Ordinary Shares to cover over-allotments.
• Orangekloud Technology Inc. operates as a No-Code software development platform, targeting small and medium-sized enterprises (SMEs) with its eMOBIQ platform.
• The company intends to use the net proceeds from the offering for acquisitions, strategic investments, research and development, working capital, and other general corporate purposes.
• Following the offering, the company will have a dual-class ordinary share structure, with Class B Ordinary Shares carrying ten votes per share and Class A Ordinary Shares carrying one vote per share.
• Maxim Group LLC is acting as the underwriter for the offering.
• The company is both an emerging growth company and a foreign private issuer, which allows it to take advantage of reduced public company disclosure requirements.

Sentiment

Score: 5

Explanation: The document presents a mixed sentiment. While it highlights the company's strengths and growth opportunities, it also acknowledges past losses, competition, and potential risks. The financial results for the most recent period show a decline in revenue and a net loss, which tempers the overall positive outlook.

Positives

• The company's eMOBIQ platform offers rapid development and cross-platform compatibility, facilitating digital transformation for SMEs.
• The company has integration with major ERP vendors through the eMOBIQ Connector.
• The company has an experienced management team.
• The company's business model aligns with the Singapore government's SME Go Digital program.

Negatives

• 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 company's future success depends on keeping pace with advances in technology.
• The company's share price may fluctuate significantly in the future and investors may lose all or part of their investment.
• The company's dual-class voting structure will limit investors' ability to influence corporate matters.

Risks

• The company does not have a long operating history as an integrated group.
• The company's historical financial and operating results are not a guarantee of future performance.
• Adverse changes to the Singapore market could have a material adverse effect on the company's business.
• Misappropriation or infringement of the company's intellectual property could materially and adversely affect its business.
• The company may be exposed to liabilities under applicable anti-corruption laws.
• An active trading market for the company's Class A Ordinary Shares may not develop.
• Investors in the company's Class A Ordinary Shares will face immediate and substantial dilution.
• The company may require additional funding in the form of equity or debt for its future growth, which will cause dilution in shareholders' equity interest.
• If the company fails to meet applicable listing requirements, Nasdaq may delist its Class A Ordinary Shares from trading.
• The company may regularly encounter potential conflicts of interest.

Future Outlook

The company plans to continue innovating with a focus on enhancing its eMOBIQ platform, expand its digital transformation business beyond Singapore, grow revenue from key industry verticals, grow market presence through universities and partnerships, and expand strategic partnerships.

Industry Context

The company operates in the growing Low-Code/No-Code development platform market, which is projected to reach approximately $26.9 billion in 2023, according to Gartner, Inc. The company's focus on SMEs and digital transformation aligns with industry trends and government initiatives.

Comparison to Industry Standards

• The document mentions competitors like Outsystems Inc., Mendix Technology B.V., Appian, AppGyver, Thunkable and Bubble Group, Inc.
• These companies are established players in the Low-Code development platform market.
• Orangekloud differentiates itself through its focus on SMEs, integration with major ERP vendors, and comprehensive digital transformation solutions.
• The document cites industry reports from Prescient & Strategic Intelligence and Gartner, Inc. to support its market analysis and growth projections.
• These reports provide industry benchmarks and validate the company's market opportunity.

Related Party Transactions

• The company rents office space from K.H. Goh Holdings Pte Ltd, a company owned by the founders and directors, Goh Kian Hwa and Lung Lay Hua.
• The company paid director fees and directors remuneration to Goh Kian Hwa, Lung Lay Hua, and Chew Kim Chwee.
• Certain bank facilities have been guaranteed by Major Shareholders, Directors, and/or Executive Officers.

Stakeholder Impact

• Shareholders will experience dilution as a result of the offering.
• The company's growth plans could benefit employees and customers.
• The company's success depends on attracting and retaining key employees.

Next Steps

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

Key Dates

Keywords

IPO, initial public offering, Class A Ordinary Shares, No-Code platform, eMOBIQ, digital transformation, SMEs, Nasdaq, Maxim Group LLC, software development, ERP, Singapore