F-1: Orangekloud Technology Inc. Files for $17.25 Million IPO on Nasdaq

Orangekloud Technology Inc., a Cayman Islands-based holding company, has filed a Form F-1 registration statement for an initial public offering of its Class A Ordinary Shares on the Nasdaq Capital Market, aiming to raise approximately $17.25 million.

Summary

• Orangekloud Technology Inc. has filed a registration statement for an IPO of Class A Ordinary Shares.
• The company is a holding company with operations in Singapore and Malaysia, focusing on no-code software development.
• The IPO aims to raise approximately $17.25 million through the sale of 3,450,000 Class A Ordinary Shares, including the underwriter's option.
• The company intends to list its Class A Ordinary Shares on the Nasdaq Capital Market under the symbol ORKT.
• The estimated initial public offering price is between $4.00 and $5.00 per share.
• Maxim Group LLC is acting as the underwriter for the offering.
• The company plans to use the net proceeds for acquisitions, strategic investments, research and development, and working capital.

Sentiment

Score: 5

Explanation: The document presents a balanced view, highlighting both the opportunities and risks associated with the company and its IPO. While the company operates in a growing market and has strategic partnerships, it also faces competition and has a limited operating history. The recent financial performance shows a decrease in revenue and a net loss, which tempers the overall sentiment.

Positives

• The company's no-code platform, eMOBIQ, offers rapid mobile application development for enterprises.
• The company has a dual-class share structure that allows founders to maintain control.
• The company is targeting the growing market of SMEs undergoing digital transformation.
• The company has strategic partnerships with major ERP vendors like Microsoft and Acumatica.

Negatives

• The company has a limited 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/no-code market.
• The company's share price may fluctuate significantly, 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's historical financial and operating results are not a guarantee of future performance.
• Adverse changes in the Singapore market could have a material adverse effect on the company's business.
• Misappropriation or infringement of the company's intellectual property could harm its business.
• The company may be exposed to liabilities under anti-corruption laws.
• An active trading market for the company's Class A Ordinary Shares may not develop.
• The company may require additional funding in the future, which could cause dilution in shareholders' equity interest.
• The company may be classified as a passive foreign investment company (PFIC), which could have adverse tax consequences for U.S. investors.

Future Outlook

The company plans to pursue acquisition or strategic investment opportunities with a focus on ERP consulting companies in Asia and North America, particularly in similar industries as its current business. The company also intends to expand 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.

Industry Context

The low-code development platform market is projected to reach approximately $26.9 billion in 2023, with a significant growth rate expected in the Asia-Pacific region. The company's eMOBIQ platform taps into this market demand by allowing companies to bypass a dedicated software development team or external software designers.

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 data from Gartner, Inc. and Prescient & Strategic Intelligence Private Limited.
• The document does not provide a direct comparison of Orangekloud's financial performance to these competitors.
• The document does not provide a direct comparison of Orangekloud's technology to these competitors.

Related Party Transactions

• The company rented the office from K.H. Goh Holdings Pte Ltd, amounting to S$138,210 for year ended December 31, 2022, as compared to six months ended June 30, 2023 amounting to S$69,105 (approximately $51,102).
• The company paid director fees and directors remuneration to Ms. Lung Lay Hua amounting to S$256,294 for the year ended December 31, 2022, as compared to six months ended June 30, 2023 amounting to S$119,280 (approximately $88,205).
• The company paid director fees and directors remuneration to Mr. Goh Kian Hwa amounting to S$256,294 for the year ended December 31, 2022, as compared to six months ended June 30, 2023 amounting to S$119,280 (approximately $88,205).

Stakeholder Impact

• Shareholders will experience immediate and substantial dilution in the net tangible book value per share.
• The dual-class voting structure will limit the ability of Class A Ordinary Shareholders to influence corporate matters.
• The company's future performance and ability to pay dividends are uncertain.
• The company's success depends on attracting and retaining key employees.

Next Steps

• The company intends to list the Class A Ordinary Shares on the Nasdaq Capital Market under the symbol ORKT.
• The company will finalize detailed plans and targets for acquisitions and strategic investments after the completion of its initial public offering.

Key Dates

Keywords

IPO, no-code, software development, Class A Ordinary Shares, Orangekloud Technology, Nasdaq, eMOBIQ, digital transformation, ERP, RMAD, SMEs