Orangekloud(ORKT)公布2026上半年亏损收窄但收入停滞、现金骤降72%，Orbis/VeVe反向收购仍未交割

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6-K
1
form6-k.htm
6-K
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of October 2026
Commission
File Number: 001-42189
Orangekloud
Technology Inc.
(Registrant’s
Name)
70
Bendemeer Road
#04-04
Luzerne
Singapore,
339940
+65
6317 2050
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
When
used in this Form 6-K, unless otherwise indicated, the terms “
the Company
,” “
Orangkloud
,” “
we
,”
“
us
” and “
our
” refer to Orangekloud Technology Inc. and its subsidiaries.
Other
Information
Attached
hereto as Exhibit 99.1 is the first half 2026 unaudited financial results of the Company.
Exhibits
Exhibit
No
Description
99.1
Orangekloud Technology Inc. First Half 2026 Unaudited Financial Results
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Orangekloud Technology Inc.
Date:
October
22,
2026
By:
/s/ Goh Kian
Hwa
Goh
Kian Hwa
Chief
Executive Officer

----- ex99-1.htm -----
EX-99.1
2
ex99-1.htm
EX-99.1
Exhibit
99.1
Orangekloud
Technology Inc. Announces First Half 2026   Unaudited Financial Results
Singapore,
October 22, 2026 — Orangekloud Technology Inc. (NASDAQ: ORKT) is a Singapore-based tech company that offers the eMOBIQ®
No-Code platform for developing mobile applications aimed at Small and Medium Enterprises (SMEs) and larger corporations. Today announced
its unaudited financial results for the six months ended June 30, 2026.
Overview:
●
Revenue
was approximately S$2.5 million and
S$2.5 million (approximately $1.9 million), for the six months ended June 30, 2025 and 2026, respectively.
●
Net loss
was approximately S$3.6 million and
S$3.0 million (approximately $2.3 million), for the six months ended June 30, 2025 and 2026, respectively.
Six
Month Financial Results Ended June 30, 2026
Revenue
We
derive the majority of our revenue from license and subscriptions fees from packaged software as well as our no-code platform and mobility
solutions, and professional services. For the six months ended June 30, 2025 and 2026, our revenue was approximately S$2.5 million and
S$2.5 million (approximately $1.9 million), respectively, representing a decrease of approximately 2.5%. Professional services and support
revenue for clients grew by approximately S$181,000. However, this was more than offset by the decrease of around S$130,000   in
sales of our in-house developed ISV and eMOBIQ solutions, as well as a decrease of around S$114K in revenue from license and subscription
fees from packaged software.
Cost
of revenue
Our
cost of revenue is predominately pertaining to purchases of hardware, accessories, licenses, payments made to third-party managed hosting
providers, other third-party service providers and project managers and consultants’ payroll and employee benefits. For the six
months ended June 30, 2025 and 2026, our cost of revenue was approximately S$1.6 million and S$1.6 million (approximately $1.2 million)
respectively, representing a decrease of approximately 3.1%. For the six months ended June 30, 2025 and 2026, payroll and employee benefits
for project managers and consultants accounted for approximately 31.9% and 39.0% of sales revenue, respectively. This was in support
of the increase in professional services revenue. The remaining components of cost of revenue represented about 32.7% and 25.2% of sales
revenue for the respective periods. The decrease in cost of revenue was generally in line with the slight decline in sales revenue.
Gross
Profit
Our
gross profit and gross margin can be influenced by several factors. These factors include the revenue mix between subscriptions, software
and support, and professional services. Additionally, subscription pricing, costs related to third-party hosting and facilities, and
the expansion of our professional services to support future growth can impact our gross margins. As a result, our gross margin may vary
from one period to another based on these factors. For the six months ended June 30, 2025 and 2026, our gross profit was S$901,124 and
S$888,665 (approximately $686,706) respectively, representing a decrease of approximately 1.4%. The change was attributable to the slight
decline in revenue recognition during six months ended June 30, 2026.  In all, gross profit margins for the two corresponding periods
were 35.4% and 35.8% respectively.
Other
income
Our
other income is predominately government grants and Microsoft Cloud Solution Provider Incentive. For the six months ended June 30, 2025
and 2026, our other income was S$193,843 and S$50,245 (approximately $38,826) respectively, representing a decrease of approximately
74.1%. The decrease was mainly due to the reduction in interest income from bank deposits.
General
and administrative expense
General
and administrative expenses consist of payroll and employee benefits expenses of directors and administrative staff and other operating
expenses, predominately short-term rental expenses, insurance expenses, short term lease expenses and professional fees. For the six
months ended June 30, 2025 and 2026, our general and administrative expenses were S$3.7 million and S$2.8 million (approximately $2.2
million) respectively. The decline was attributable to reduced professional fees for business and corporate developments.
Selling
and marketing expenses
Our
selling and marketing expenses are predominately allocated towards search engine and social media platforms for generating market awareness,
and covering transportation and travel expenses for sales staff or consultants. For the six months ended June 30, 2025 and 2026, our
selling and marketing expenses were S$477,364 and S$358,035 (approximately $276,667) respectively, representing a decrease of approximately
25.0%. The lower level of marketing-related activities in relation to the eMOBIQ AI no-code App development platform in the six months
ended June 30, 2026 contributed to the decrease in expenses over the 2025 corresponding period, in the areas of: local and overseas trade
fairs and exhibitions (approximately S$55,000), as well as advisory and workshops for product positioning and marketing expenses (approximately
S$40,000).
Depreciation
and amortization expenses
Our
depreciation and amortization expenses are predominately depreciation charged on property and equipment and intangible assets. For the
six months ended June 30, 2025 and 2026, our depreciation and amortization expenses were S$159,629 and S$220,164 (approximately $170,129)
respectively, representing an increase of approximately 37.9%. The increase was primarily due to the additions to plant and equipment
in the second half of 2025.
Research
and development expenses
Our
development expenses are predominately developers’ payroll-related costs directly attributable to the development of No-Code platform
and capitalized as intangible assets only when technical feasibility of the project is demonstrated, the Company has an intention and
ability to complete and use the platform and the costs can be measured reliably. For the six months ended June 30, 2025 and 2026, our
research and development expenses were S$486,777 and S$497,518 (approximately $384,451) respectively, representing an increase of approximately
2.2
%. The moderate increase was due to our continuous improvement efforts for our AI No-Code platform, and that the expenses related
to the developers’ payroll were expensed off rather than capitalized during the six months ended June 30, 2026 in accordance with
ASC 350 –
Intangibles – Goodwill and Other
.
Interest
expenses
Our
finance costs are predominately interest on bank loans. For the six months ended June 30, 2025 and 2026, our finance costs were S$13,255
and S$7,887 (approximately $6,095) respectively, representing a decrease of approximately 40.5%. The decrease was mainly due to the reduced
principal balance of the outstanding bank loan following our instalment payments.
Income
tax expense/credit
During
the six months ended June 30, 2026, there was a tax payable amount of S$1,074 (approximately $830) at our Malaysian subsidiary, Orangekloud
Technology Sdn. Bhd. This was in contrast to the income tax credit of S$161,000 during the corresponding period in 2025.
Other
comprehensive income/loss
For
the six months ended June 30, 2025 and 2026, we had foreign currency translation adjustment, net of tax at loss of S$733,754 and income
of S$134 (approximately $104)   respectively, recorded within other comprehensive loss/income, respectively. This is reflective
of the fluctuation of USD-SGD exchange rates within a narrow band in the six months ended June 30, 2026.
ABOUT
ORANGEKLOUD TECHNOLOGY INC.
Orangekloud
Technology Inc. (NASDAQ: ORKT) is a Singapore-based technology company which offers the eMOBIQ® No-Code platform to develop mobile
applications specially designed for Small and Medium Enterprises (SMEs) and corporations. The eMOBIQ® suite of mobile applications
designed to digitalize and streamline business processes in operations includes warehousing, sales ordering, delivery, and manufacturing.
eMOBIQ® customers come from various industries, including food manufacturing and food service, precision engineering, construction,
retail, energy, and warehouse management.
EXCHANGE
RATE INFORMATION
This
announcement contains translations of certain Singapore dollars (“S$”) amounts into U.S. dollars (“$” or “US$”)
at specified rates solely for the convenience of the reader. Unless otherwise stated, all translations from S$ to US$ were made at the
rate of US$0.7727 = S$1. No representation is made that the SGD amounts could have been, or could be, converted, realized or settled
into US$ at that rate on June 30, 2026, or at any other rate.
FORWARD-LOOKING
STATEMENTS
Certain
statements contained in this press release about future expectations, plans and prospects, as well as any other statements regarding
matters that are not historical facts, may constitute “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the expected trading commencement
and closing dates. The words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,”
“should,” “target,” “will,” “would” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially
from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related
to market conditions and the completion of the public offering on the anticipated terms or at all, and other factors discussed in the
“Risk Factors” section of the preliminary prospectus filed with the SEC. For these reasons, among others, investors are cautioned
not to place undue reliance upon any forward-looking statements in this press release. Any forward-looking statements contained in this
press release speak only as of the date hereof, and OrangeKloud Technology Inc. specifically disclaims any obligation to update any forward-looking
statement, whether as a result of new information, future events or otherwise, except as required by law.
SUBSEQUENT
EVENTS
On
August 17, 2026, the company, through its subsidiary MSC Consulting, entered into a loan agreement with Blink Credit VCC, a variable
capital company incorporated in Singapore. Under the agreement, MSC Consulting obtained a working capital loan facility of S$1.3 million
bearing interest at 2.25% per month, with the principal amount repayable in full upon maturity after a six-month term. The loan is secured
by personal guarantees provided by two directors of MSC Consulting and a deed of assignment over the sale proceeds of their personal
property.
On
August 21, 2026, the Company entered into an Agreement and Plan of Exchange of Securities (the “Exchange Agreement”) with
Orbis Technology Limited (“Orbis”), its shareholders and other parties thereto, pursuant to which the Company proposes to
acquire up to 100% of the issued and outstanding share capital of Orbis by way of a share exchange transaction, including the issuance
of up to 600,000,000 ordinary shares of the Company to the existing shareholders of Orbis. Upon completion of the transaction, Orbis
is expected to become a subsidiary of the Company on an actual and fully diluted basis.
The
proposed transaction remains subject to various conditions precedent, including completion of due diligence, fairness opinion, shareholder
approvals, Nasdaq listing approvals, financing arrangements and other customary closing conditions. The transaction contemplates the
issuance of Company shares and warrants, a proposed private placement financing, and certain corporate governance and capital structure
changes upon closing. As of the date of this report, the transaction has not been completed and the Company continues to work with the
relevant parties toward satisfaction of the closing conditions. Additional information regarding the proposed transaction is available
in the Company’s Report on Form 6-K furnished to the U.S. Securities and Exchange Commission on August 24, 2026.
Subsequent
to June 30, 2026, the Company agreed to settle and retire outstanding underwriter warrants held by Maxim Partners LLC through the issuance
of 80,000 Class A ordinary shares. After the reverse stock split in September 2025, the warrants were exercisable for 39,488 Class A
ordinary shares at an exercise price of US$20.90 per share. The settlement was undertaken in consideration of the anti-dilution adjustment
provisions in the warrants and the Company’s anticipated issuance of shares at US$1.00 per share pursuant to the Exchange Agreement
with Orbis shareholders. Upon completion of the settlement, the warrants will be cancelled and cease to be outstanding.
CONTACTS
OrangeKloud
Technology Inc. Investor Relations Contact:
70
Bendemeer Road #04-04 Luzerne
Singapore
339940
(+65)
6317 2050
Email:
ir@orangekloud.com
ORANGEKLOUD
TECHNOLOGY INC.
UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS
As of
December 31, 2025
As of
June 30, 2026
As of
June 30, 2026
S$
S$
US$
ASSETS
Current assets
Cash and cash equivalents
2,986,037
847,703
655,052
Accounts receivable, net
900,759
323,332
249,851
Contract assets
65,065
300,158
231,943
Advance to suppliers
705,219
111,695
86,311
Other current assets
266,382
329,818
254,863
Total current assets
4,923,462
1,912,706
1,478,020
Noncurrent assets
Long-term investment
3,890,000
3,890,000
3,005,950
Intangible assets, net
1,425,809
1,284,130
992,296
Property and equipment, net
314,659
277,129
214,148
Right-of-use assets
1,296,349
1,199,455
926,864
Total noncurrent assets
6,926,817
6,650,714
5,139,258
TOTAL ASSETS
11,850,279
8,563,420
6,617,278
LIABILITIES
Current liabilities
Accounts payable
236,504
183,020
141,426
Accruals and other payables
610,372
397,128
306,876
Amounts due to directors
31,006
25,589
19,774
Amounts due to related parties
-
55,000
42,501
Contract liabilities
848,899
932,818
720,824
Bank loans, current
104,863
108,587
83,909
Operating lease liabilities, current
196,981
203,470
157,229
Total current liabilities
2,028,625
1,905,612
1,472,539
Noncurrent liabilities
Contract liabilities, noncurrent
64,800
64,800
50,073
Bank loans, noncurrent
141,801
86,561
66,889
Operating lease liabilities, noncurrent
1,099,368
995,984
769,634
Total noncurrent liabilities
1,305,969
1,147,345
886,596
TOTAL LIABILITIES
3,334,594
3,052,957
2,359,135
SHAREHOLDERS’ EQUITY
Ordinary shares, US$0.004 par value, 1,000,000,000 shares authorized; 5,839,755 and 5,839,765 shares issued and outstanding as of December 31,2025 and June 30, 2026 respectively. *
31,343
31,343
24,220
Additional paid in capital
23,144,114
23,144,114
17,884,332
Accumulated losses
(14,206,766
)
(17,212,122
)
(13,300,457
)
Other reserves
16,667
16,667
12,879
Accumulated other comprehensive loss
(469,673
)
(469,539
)
(362,831
)
Total shareholders’ equity
8,515,685
5,510,463
4,258,143
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
11,850,279
8,563,420
6,617,278
*
Based on the weighted average number of shares.
ORANGEKLOUD
TECHNOLOGY INC.
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the six months ended June 30
2025
2026
2026
S$
S$
US$
Revenues:
License, subscriptions fee and product
- Packaged subscription, license, software and hardware for solution
1,104,135
989,523
764,642
- No-Code platform and mobile application
186,648
55,958
43,241
Services and license support
1,256,154
1,438,003
1,111,199
Total revenues
2,546,937
2,483,484
1,919,082
Cost of revenues:
License, subscriptions fee and product
- Packaged subscription, license, software and hardware for solution
613,452
552,844
427,203
- No-Code platform and mobile application
118,692
96,712
74,733
Services and license support
913,669
945,263
730,440
Total cost of revenues
1,645,813
1,594,819
1,232,376
Gross profit
901,124
888,665
686,706
Operating expenses:
Selling and marketing expenses
477,364
358,035
276,667
General and administrative expense
3,710,991
2,833,098
2,189,242
Depreciation and amortization expenses
159,629
220,164
170,129
Research and development expenses
486,777
497,518
384,451
Total operating expenses
4,834,761
3,908,815
3,020,489
Loss from operations
(3,933,637
)
(3,020,150
)
(2,333,783
)
Other income (expense):
Other income
193,843
50,245
38,826
Interest expense
(13,255
)
(7,887
)
(6,095
)
Foreign exchange gain (loss)
31,013
(26,490
)
(20,470
)
Total other income, net
211,601
15,868
12,261
Loss before tax expense
(3,722,036
)
(3,004,282
)
(2,321,522
)
Income tax (expense)/credit
161,000
(1,074
)
(830
)
Net loss
(3,561,036
)
(3,005,356
)
(2,322,352
)
Other comprehensive income/(loss):
Foreign currency translation, net of income tax
(733,754
)
134
104
Total comprehensive loss
(4,294,790
)
(3,005,222
)
(2,322,248
)
Net loss per share attributable to ordinary shareholders
Basic and diluted **
(0.62
)
(0.51
)
(0.40
)
Weighted average number of ordinary shares used in computing net loss per share
Basic and diluted **
5,767,970
5,839,765
5,839,765
**
Retrospectively restated for the 1-for-4 reverse stock split and change in capital structure in September 2025. The company received
shareholder approval on September 16, 2025 for a 1-for-4 reverse stock split, the change of authorized capital to 1,000,000,000 ordinary
shares of par value USD 0.004 each, and the adoption of a new amended and restated memorandum and articles of association. The effective
date for trading on NASDAQ following the reverse stock split with the new CUSIP reference number of G6781F119 is September 29, 2025.