6-K
Orangekloud Technology Inc. (ORKT)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
Forthe month of October, 2024
CommissionFile Number: 333- 277162
OrangekloudTechnology Inc.
(Registrant’sName)
1Yishun Industrial Street 1
#04-27/28&34Aposh Building Bizhub
Singapore,768160
+656317 2050
(Addressof 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 ☐
FinancialStatements and Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. | Description |
|---|---|
| 99.1 | Orangekloud Technology Inc. First Half 2024 Unaudited Financial Results |
| 2 |
| --- |
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:<br> October 16, 2024 | By: | /s/ Goh Kian Hwa |
| Name: | Goh<br> Kian Hwa | |
| Title: | Chief<br> Executive Officer |
| 3 |
| --- |
Exhibit99.1
OrangekloudTechnology Inc. Announces First Half 2024 Unaudited Financial Results
Singapore,October 16, 2024 — Orangekloud Technology Inc. (NASDAQ: ORKT) is a Singapore-based tech company that offers the eMOBIQ® No-Codeplatform for developing mobile applications aimed at Small and Medium Enterprises (SMEs) and larger corporations. Today announced itsunaudited financial results for the six months ended June 30, 2024.
Overview:
| ● | Revenue was approximately S$2.9 million and S$2.1 million (approximately $1.5 million), for the six months ended June 30, 2023 and 2024,<br> respectively. |
|---|---|
| ● | Net loss was approximately S$906,966 and S$1.3 million (approximately $990,100), for the six months ended June 30, 2023 and 2024,<br> respectively. |
SixMonth Financial Results Ended June 30, 2024
Revenue
We derive the majority of our revenue from platform subscriptions, license and products and professional services. For the six months ended June 30, 2023 and 2024, our revenue was approximately S$2.9 million and S$2.1 million (approximately $1.5 million), respectively, representing a decrease of approximately 27.6%. The decrease was attributed to factors such as slow growth in 2023 likely contributed to more conservative financial practices among SMEs, combined with cautious optimism for 2024 and a reduction in Enterprise Development Grant support from 70% to 50% as of April 1, 2023. Consequently, tighter budgets and reduced order books impacted our revenue recognition for the period.
Costof revenue
Our cost of revenue is predominately pertained 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, 2023 and 2024, our cost of revenue was approximately S$1.8 million and S$1.5 million (approximately $1.1 million) respectively, representing a decrease of approximately 12.8%. The decrease of cost of revenue was in line with decrease of revenue despite the fixed payroll and employee benefits for project managers and consultants remaining constant.
GrossProfit
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 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, 2023 and 2024, our gross profit was approximately S$1.1 million and S$564,179 (approximately $416,308) respectively, representing a decrease of approximately 50.3%. The decrease was attributable to a decrease in revenue recognition during six months ended June 30, 2024, which was further impacted by fixed payroll costs for project managers and consultants.
Otherincome
Our other income is predominately government grants and Microsoft Cloud Solution Provider Incentive. For the six months ended June 30, 2023 and 2024, our other income was S$ 35,558 and S$63,367 (approximately $46,758) respectively, representing an increase of approximately 78.2%. The increase was attributable to the government grant received for software implementation and other income from assisting customers on grant application.
Generaland 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, operating lease expenses and professional fees. For the six months ended June 30, 2023 and 2024, our general and administrative expenses were S$1.5 million and S$956,995 (approximately $706,165) respectively. The significant decrease was attributable to IPO-related professional fees was because the final milestone will be acknowledged once the SEC approves it, and significant expenses have already been recorded during the financial year ending December 31, 2023.
Sellingand marketing expenses
Our selling and marketing expenses are predominately allocated towards search engine and social media platforms for generating market awareness, compensation for referrals, and covering transportation and travel expenses for sales staff or consultants. For the six months ended June 30, 2023 and 2024, our selling and marketing expenses were S$361,208 and S$357,399 (approximately $263,724) respectively, representing a slight decrease of approximately 1.1%.
Depreciationand 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, 2023 and 2024, our depreciation and amortization expenses were S$144,303 and S$130,153 (approximately $96,040) respectively, representing a decrease of approximately 9.8%. The decrease was primarily due the property and equipment reaching fully depreciation, resulting in a low net book value.
Researchand development expenses
Our research and 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, 2023 and 2024, our research and development expenses were S$21,682 and S$394,049 (approximately $290,768) respectively. The significant increase was primarily due to our continuous improvement efforts for our No-Code platform, and that the expenses related to the developers’ payroll were expensed off rather than capitalized during six months ended June 30, 2024 in accordance with US GAAP accounting treatment.
Interestexpenses
Our finance costs are predominately interest on bank loans. For the six months ended June 30, 2023 and 2024, our finance costs were S$15,116 and S$18,825 (approximately $13,891) respectively, representing an increase of approximately 24.5%. The increase was mainly due to an additional bank loan in March 2023, which impacted the interest expense for the six-month period in 2024.
Incometax expense
No income tax expense incurred during the six months ended June 30, 2023 was primarily attributable to the result of the recognition and utilization of deferred tax assets carried forward.
A reversal of deferred tax assets is due to the Company assessed the loss carry-forward is less likely to realize in near future, which resulted tax expenses S$161,000 (approximately $118,802) during the six months ended June 30, 2024.
Othercomprehensive loss
For the six months ended June 30, 2023 and 2024, we had foreign currency translation adjustment, net of tax at S$12,398 and S$39,431 (approximately $29,096) respectively, recorded within other comprehensive income, respectively. Foreign currency translation adjustments are a result of the financial statements of our non-U.S. subsidiaries being translated into U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”. We expect to record foreign currency translation adjustments in future periods and changes will be dependent on fluctuations in foreign currencies of countries in which we have operations.
ABOUTORANGEKLOUD TECHNOLOGY INC.
Orangekloud Technology Inc. (NASDAQ: ORKT) is a Singapore-based technology company which offers the eMOBIQ® No-Code platform to develop mobile applications specially designed for Small and Medium Enterprises (SMEs) and corporations. The eMOBIQ® suite of mobile applications designed to digitalize and streamline business processes in operations includes warehousing, sales ordering, delivery, and manufacturing. eMOBIQ® customers come from various industries, including food manufacturing and food service, precision engineering, construction, retail, energy, and warehouse management.
EXCHANGERATE INFORMATION
This announcement contains translations of certain Singapore dollars (“S$”) 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$0.738 = 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, 2024, or at any other rate.
FORWARD-LOOKINGSTATEMENTS
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.
CONTACTS
OrangeKloudTechnology Inc. Investor Relations Contact:
1 Yishun Industrial Street 1 #04-27/28 & 34 Aposh Building Bizhub
Singapore 768160
(+65) 6317 2050
Email: [email protected]
ORANGEKLOUDTECHNOLOGY INC.
UNAUDITEDCONDENSED CONSOLIDATED BALANCE SHEETS
| As of June 30, 2024 | As of June 30, 2024 | ||||
|---|---|---|---|---|---|
| S | US | ||||
| ASSETS | |||||
| Current assets | |||||
| Cash and cash equivalents | |||||
| Accounts receivable, net | |||||
| Contract assets | |||||
| Amount due from related parties | |||||
| Other current assets | |||||
| Total current assets | |||||
| Noncurrent assets | |||||
| Intangible assets, net | |||||
| Property and equipment, net | |||||
| Right-of-use assets | |||||
| Contract assets, noncurrent | |||||
| Deposits | |||||
| Deferred tax assets | |||||
| Total noncurrent assets | |||||
| TOTAL ASSETS | |||||
| LIABILITIES | |||||
| Current liabilities | |||||
| Accounts payable | |||||
| Accruals and other payables | |||||
| Amount due to directors | |||||
| Contract liabilities | |||||
| Bank loans, current | |||||
| Operating lease liabilities, current | |||||
| Total current liabilities | |||||
| Noncurrent liabilities | |||||
| Contract liabilities, noncurrent | |||||
| Bank loans, noncurrent | |||||
| Total noncurrent liabilities | |||||
| TOTAL LIABILITIES | |||||
| COMMITMENTS AND CONTINGENCIES | |||||
| SHAREHOLDERS’ EQUITY | |||||
| Ordinary shares, US0.001 par value, 50,000,000 shares authorized, issued and 20,000,000 outstanding* | |||||
| Additional paid in capital | |||||
| Retained earnings (Accumulated losses) | ) | ) | ) | ||
| Other reserves | |||||
| Accumulated other comprehensive income | |||||
| Total shareholders’ equity | |||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
All values are in US Dollars.
ORANGEKLOUDTECHNOLOGY INC.
UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF INCOME
| For the six months ended June 30 | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2024 | 2024 | ||||
| S | S | US | ||||
| Revenues: | ||||||
| License, subscriptions fee and product | ||||||
| - Packaged subscription, license, software and hardware for solution | ||||||
| - No-Code platform and mobile application | ||||||
| Services and license support | ||||||
| Total revenues | ||||||
| Cost of revenues: | ||||||
| License, subscriptions fee and product | ||||||
| - Packaged subscription, license, software and hardware for solution | ||||||
| - No-Code platform and mobile application | ||||||
| Services and license support | ||||||
| Total cost of revenues | ||||||
| Gross profit | ||||||
| Operating expenses: | ||||||
| Selling and marketing expenses | ||||||
| General and administrative expense | ||||||
| Depreciation and amortization expenses | ||||||
| Research and development expenses | ||||||
| Total operating expenses | ||||||
| Loss from operations | ) | ) | ) | |||
| Other income (expense): | ||||||
| Other income | ||||||
| Interest expense | ) | ) | ) | |||
| Foreign exchange gain | ||||||
| Total other income, net | ||||||
| Loss before tax expense | ) | ) | ) | |||
| Income tax expense | ) | ) | ||||
| Net loss | ) | ) | ) | |||
| Other comprehensive loss: | ||||||
| Foreign currency translation, net of income tax | ||||||
| Total comprehensive loss | ) | ) | ) | |||
| Net loss per share attributable to ordinary shareholders | ||||||
| Basic and diluted | ) | ) | ) | |||
| Weighted average number of ordinary shares used in computing net income per share | ||||||
| Basic and diluted |
All values are in US Dollars.