Orangekloud to rebrand as VeVe in 600M-share digital collectibles deal

Orangekloud Technology will rebrand as VeVe Inc. after signing a definitive agreement to acquire Orbis Technology, operator of the largest mobile-first digital collectibles platform, in a deal that issues up to 600 million shares.

"Signing this definitive agreement is a significant milestone for Orangekloud and for our shareholders," said Goh Kian Hwa, Chief Executive Officer of Orangekloud Technology Inc. "Orbis has built genuine infrastructure for licensed digital IP, and VeVe has established a marketplace and audience at meaningful scale."

The exchange agreement, which follows a non-binding letter of intent announced Feb. 11, will make Orbis a subsidiary of Orangekloud upon closing. The transaction contemplates a concurrent private placement of $30 million to $100 million to support operations. More than 75 percent of Orbis's outstanding capital stock has already committed to the deal, and the company plans to issue up to 600 million Class A ordinary shares to Orbis shareholders.

The deal transforms Orangekloud from a no-code mobile app development platform for small and medium enterprises into a digital IP infrastructure company, with VeVe serving as the consumer-facing marketplace. Completion is targeted by Dec. 31, 2026, subject to shareholder approval at an extraordinary general meeting, Nasdaq listing approval, and consent from the New Zealand Overseas Investment Office.

Orbis operates across IP ingestion, rights management, marketplace infrastructure, and secondary-market monetization, providing an end-to-end platform for digital IP lifecycle management. VeVe, its flagship consumer-facing brand, serves as the distribution and demand engine for the group's underlying IP infrastructure, enabling leading brands to issue, authenticate, and monetize licensed digital assets at scale.

"Collectibles are one of the fastest-growing categories in consumer culture overall, and VeVe has established itself as a clear market leader in digital collectibles," said David Yu, Chief Executive Officer of Orbis. "This transaction supports our long-term plans for the platform and for the brands we work with."

600 Million Shares and a $100 Million Raise

The exchange agreement includes provisions for equity incentives and advisory fees alongside the share issuance. Completion remains subject to customary closing conditions, including final board approval contingent on a satisfactory independent fairness opinion, completion of financial, tax, and legal due diligence, confirmation of committed financing, and approval by Orangekloud's shareholders at an extraordinary general meeting.

The transaction also requires approval for listing on Nasdaq of the Class A ordinary shares to be issued, and any required consent or non-objection from the New Zealand Overseas Investment Office. Either party may terminate the exchange agreement if closing has not occurred by Dec. 31, 2026, subject to extension in specified circumstances. The deal value in dollar terms has not been disclosed.

Can VeVe's Marketplace Carry the Combined Company?

The acquisition marks a significant pivot for Orangekloud, which currently offers the eMOBIQ No-Code platform for mobile application development targeting small and medium enterprises in food services, precision engineering, and construction. The combined entity will build on Orbis's digital IP infrastructure and VeVe's marketplace presence to compete in the digital collectibles sector, a category that has attracted major entertainment and consumer brands seeking new revenue streams from licensed digital assets.

The deal also carries execution risk. The $30 million to $100 million private placement must be confirmed before closing, and the company must secure shareholder approval and regulatory clearances across two jurisdictions. If the transaction fails to close by the deadline, both parties retain the right to walk away. Quiver Quantitative data shows four institutional investors added ORKT shares in their most recent quarter while four reduced positions.

For existing Orangekloud shareholders, the transaction represents a fundamental change in the company's investment thesis. The shift from a no-code SaaS platform serving SMEs to a digital collectibles infrastructure provider brings a different risk profile, revenue model, and competitive set. The company's ability to execute the integration and scale VeVe's marketplace will determine whether the 600 million-share issuance proves accretive or dilutive to long-term value.

This article is for informational purposes only and does not constitute investment advice.