F-1/A: Orangekloud Technology Inc. Files for $15 Million Nasdaq IPO to Fuel No-Code Platform Growth

Orangekloud Technology Inc., a Singapore-based No-Code software development platform provider, is seeking to raise $15 million through an initial public offering on the Nasdaq Capital Market.

Summary

• Orangekloud Technology Inc., a holding company with operations in Singapore and Malaysia, has filed an amendment to its 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 estimated initial public offering price is between $4.00 and $5.00 per Class A Ordinary Share.
• The offering consists of 3,000,000 Class A Ordinary Shares, with underwriters having an option to purchase an additional 15% of the shares to cover over-allotments.
• Following the offering, directors, officers, and principal shareholders will hold approximately 67.71% or more of the company's shares.
• Orangekloud 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 IPO for acquisitions, strategic investments, research and development, and working capital.
• Total cash expenses for the offering are expected to be approximately $1.4 million, excluding underwriting discounts and commissions.

Sentiment

Score: 7

Explanation: The document presents a generally positive outlook for Orangekloud, highlighting its growth strategy, competitive strengths, and market opportunities. However, it also acknowledges certain risks and challenges, such as competition and potential fluctuations in share price, resulting in a moderate sentiment score.

Positives

• The company's eMOBIQ platform offers rapid development through a No-Code environment.
• The platform provides cross mobile platform compatibility.
• Orangekloud offers a comprehensive solution to facilitate the digital transformation of SMEs.
• The company's platform integrates with major ERP vendors through the eMOBIQ Connector.
• The company has an experienced management team.

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 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 may limit investors' ability to influence corporate matters.

Risks

• The company does not have a long operating history as an integrated group.
• The company may not achieve or sustain profitability in the future.
• Adverse changes to the Singapore market could have a material adverse effect on the company's business.
• The company currently faces significant competition.
• 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.
• Russias invasion of Ukraine may present risks to the company's operations and investments.
• An active trading market for the company's Class A Ordinary Shares may not develop.
• The company's dual-class voting structure may render its Class A Ordinary Shares ineligible for inclusion in certain stock market indices.
• 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.
• The company has no immediate plans to pay dividends.
• If the company fails to meet applicable listing requirements, Nasdaq may delist its Class A Ordinary Shares from trading.
• The company is an emerging growth company and a foreign private issuer, which may result in reduced reporting requirements.
• There can be no assurance that the company will not be a passive foreign investment company, or PFIC, for United States federal income tax purposes for any taxable year.

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, software development houses and community, and expand its strategic partnerships.

Industry Context

The company operates in the Low-Code/No-Code development platform market, which is experiencing rapid growth and increasing adoption by SMEs for digital transformation initiatives. The market is expected to reach approximately $26.9 billion in 2023, an increase of 19.6% from 2022.

Comparison to Industry Standards

• Orangekloud competes with established Low-Code development platforms like Outsystems Inc., Mendix Technology B.V., and Appian.
• Unlike some competitors, Orangekloud focuses on SMEs and offers integration with major ERP vendors like Microsoft Dynamics and Acumatica.
• The company's eMOBIQ platform aims to provide a more user-friendly and cost-effective solution compared to traditional custom software development.
• The company's strategy of targeting specific industry verticals and expanding through strategic partnerships aligns with industry best practices.

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 Ms. Lung Lay Hua, Mr. Goh Kian Hwa, and Mr. Chew Kim Chwee.
• Certain bank facilities have been guaranteed by Major Shareholders, Directors, and/or Executive Officers.

Stakeholder Impact

• Shareholders will experience dilution in their ownership interest as a result of the IPO.
• Employees may benefit from the company's growth and expansion plans.
• Customers will have access to a wider range of products and services as the company invests in research and development.
• Suppliers may benefit from increased business as the company expands its operations.

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 IPO for acquisitions, strategic investments, research and development, and working capital.
• The company will continue to innovate and enhance its eMOBIQ platform.
• The company will expand its digital transformation business beyond Singapore and Malaysia.
• The company will grow revenue from key industry verticals.
• The company will grow market presence through universities, software development houses and community.
• The company will expand its strategic partnerships.

Key Dates

Keywords

IPO, initial public offering, Orangekloud, No-Code platform, eMOBIQ, Nasdaq, software development, SMEs, digital transformation, investment