Orangekloud Technology disclosed a non‑binding Letter of Intent to pursue a reverse merger with Orbis Technology Limited, the New Zealand‑based parent of the digital‑asset marketplace VeVe. The agreement, signed on February 11 2026, will see Orangekloud acquire all issued shares of Orbis, after which the founders and shareholders of Orbis will hold a majority stake in the combined company while existing Orangekloud shareholders retain a minority position.
The transaction preserves Orangekloud’s dual‑class share structure, giving the new majority owners voting control while maintaining the existing share‑class rights for current shareholders. This structure is intended to protect the strategic direction set by the Orbis leadership while allowing Orangekloud to continue operating under its established governance framework.
Financially, VeVe generated an estimated $33.6 million in annual revenue in the most recent reporting period, a figure that far exceeds Orangekloud’s $4.04 million revenue for the twelve months ending December 31 2024. Orangekloud has reported significant net losses and has faced a Nasdaq delisting determination related to its minimum bid price, prompting a reverse stock split to regain compliance. The merger is therefore viewed as a potential catalyst for revitalizing Orangekloud’s financial position and market presence.
Strategically, the deal positions Orangekloud to integrate VeVe’s licensed digital‑collectible marketplace, which offers NFTs from major brands and supports AR/VR and phygital experiences, into its existing eMOBIQ no‑code platform. By combining VeVe’s consumer‑facing marketplace with Orangekloud’s SME‑focused technology, the company aims to broaden its product portfolio, tap new revenue streams, and strengthen its competitive stance in Southeast Asia where digital‑asset adoption is accelerating.
The anticipated synergies include cross‑selling opportunities between VeVe’s marketplace and Orangekloud’s platform, leveraging VeVe’s IP infrastructure to enhance the eMOBIQ solution, and expanding the combined entity’s reach into new customer segments. The merger also addresses Orangekloud’s Nasdaq compliance risk by potentially increasing liquidity and market visibility through the addition of VeVe’s established user base.
The parties plan to finalize a definitive implementation agreement by February 28 2026. No financial terms or valuation have been disclosed at this stage, and the transaction remains subject to customary closing conditions. The reverse merger, if completed, would represent a significant strategic shift for Orangekloud, moving it from a primarily software‑platform business toward a broader digital‑asset and marketplace model.
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