Orangekloud to acquire VeVe operator Orbis in up to $600M share swap
What's the deal? Orangekloud TechnologyDealroom has a profile for this one. Try Dealroom → (Nasdaq: ORKT) has signed a definitive agreement to acquire Orbis TechnologyDealroom has a profile for this one. Try Dealroom →, operator of the VeVeDealroom has a profile for this one. Try Dealroom → digital collectibles platform. Up to 3,967,705 Orbis shares — all of the company's equity — may be exchanged for up to 600,000,000 OrangekloudDealroom has a profile for this one. Try Dealroom → ordinary shares at a deemed value of $1.00 each.
What's the endgame? Orbis would become a subsidiary, and Orangekloud would be renamed VeVe Inc., with its Class A shares expected to trade on Nasdaq under the ticker "VEVE". VeVe runs a mobile-first platform for buying and trading digital collectibles.
The terms: The deal requires a concurrent private placement of Class A shares raising $30–$100 million, while Orbis intends to provide a largely non-refundable $1 million operating deposit. The agreement also contemplates 90,927,946 advisor warrants priced at $1.00, up to $3.5 million in restricted advisory shares, 12-month lock-ups for Orbis holders, and a seven-member board mostly designated by Orbis.
Why now? More than 75% of Orbis holders have already signed the agreement, and the company is targeting at least 93% through drag-along rights. Existing Class B shares would convert into Class A at closing, simplifying the share structure.
What could go wrong? The share issuance would dilute existing holders and add warrants and advisory shares on top. Closing hinges on shareholder approvals, Nasdaq listing approval, the minimum $30 million financing, due diligence, and potential New Zealand regulatory clearance — with an outside date of December 31, 2026.
The signal: The reverse-merger structure gives a fast-growing consumer platform a Nasdaq listing under its own brand, while tying the deal to a capital raise. Execution now rests on whether the financing and approvals come together before the 2026 deadline.
Read more: stocktitan.net
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