Orangekloud Technology Inc. (NASDAQ: ORKT) has agreed to acquire Orbis Technology Limited, the operator of the VeVe digital collectibles platform, in a stock-for-stock transaction valued at $1.00 per share.
Under the definitive agreement, up to 3,967,705 Orbis capital shares will be exchanged for up to 600 million ordinary shares of Orangekloud. Each Orbis ordinary share will convert into 37.8048 Class A ordinary shares and 113.4144 Class B ordinary shares of the combined company. Orbis shareholders holding more than 75% of outstanding capital have already executed the Exchange Agreement, with drag-along rights expected to push participation to at least 93%.
The transaction requires a concurrent private placement of Class A ordinary shares to raise between $30 million and $100 million in gross proceeds. Of these funds, $3 million will be allocated to a wholly owned subsidiary for ongoing mobile app and software operations, while Orbis will provide Orangekloud with $1 million in cash within 60 days of the agreement date for business purposes.
Upon closing, the company will be renamed VeVe Inc. and will trade on the Nasdaq under the ticker symbol VEVE. The post-closing board will comprise seven directors: four nominated by Orbis, two current Orangekloud directors, and one from the company's advisor. Senior executive roles will be filled by Orbis-designated personnel.
The agreement was announced on Monday and includes a termination clause if the deal does not close by December 31, 2026. Orangekloud currently operates the eMOBIQ platform for mobile applications and SaaS solutions, while Orbis manages digital intellectual property infrastructure for licensed assets via the VeVe platform.
