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SEC Comment Letter 0000000000-23-012209 to ORANGEKLOUD TECHNOLOGY INC. (ORKT) (CIK 0001979407) (ORKT)

ORANGEKLOUD TECHNOLOGY INC. (ORKT) (CIK 0001979407)
Date: Nov. 7, 2023 · CIK: 0001979407 · Accession: 0000000000-23-012209

AI Filing Summary & Sentiment

Date
November 7, 2023
Author
Office of Technology
Form
UPLOAD
Company
ORANGEKLOUD TECHNOLOGY INC. (ORKT) (CIK 0001979407)

Letter

United States securities and exchange commission logo November 7, 2023 Kian Hwa Goh Chief Executive Officer Orangekloud Technology Inc. 1 Yishun Industrial Street 1 #04-27/28&34 Aposh Building Bizhub Singapore, 768160 Re:Orangekloud Technology Inc. Amendment No. 4 to Draft Registration Statement on Form F-1 Submitted November 3, 2023 CIK No. 0001979407 Dear Kian Hwa Goh: We have reviewed your amended draft registration statement and have the following comments. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our October 4, 2023 letter. Amendment No. 4 to Draft Registration Statement on Form F-1 Dilution, page 31 1.Please provide us with your calculation of net tangible book value as of June 30, 2023. In this regard, we are unable to recalculate the amounts.

FirstName LastNameKian Hwa Goh Comapany NameOrangekloud Technology Inc. November 7, 2023 Page 2 FirstName LastName Kian Hwa Goh Orangekloud Technology Inc. November 7, 2023 Page 2 Consolidated Financial Statements Note 2. Summary of significant accounting policies Foreign currency, page F-15 2.We note that your convenience translation is based on the rate as of December 31, 2022. Please revise throughout the filing to apply the exchange rate as of the most recent balance sheet date included in the filing, June 30, 2023, or as of the most recent date practicable, if materially different. Refer to Rule 3-20 (b)(1) of Regulation S-X. Unaudited Consolidated Financial Statements Note 15. Subsequent events, page F-47 3.Revise to disclose the date through which the company has assessed all subsequent events. General 4.We note your response to prior comment 2; however, it is still unclear whether the Reorganization had an impact on the company’s shareholders. Please revise accordingly. Please contact Chen Chen at 202-551-7351 or Christine Dietz at 202-551-3408 if you have questions regarding comments on the financial statements and related matters. Please contact Alexandra Barone at 202-551-8816 or Matthew Derby at 202-551-3334 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Lawrence Venick

Show Raw Text
United States securities and exchange commission logo
November 7, 2023
Kian Hwa Goh
Chief Executive Officer
Orangekloud Technology Inc.
1 Yishun Industrial Street 1
#04-27/28&34 Aposh Building Bizhub
Singapore, 768160
Re:Orangekloud Technology Inc.
Amendment No. 4 to
Draft Registration Statement on Form F-1
Submitted November 3, 2023
CIK No. 0001979407
Dear Kian Hwa Goh:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
October 4, 2023 letter.
Amendment No. 4 to Draft Registration Statement on Form F-1
Dilution, page 31
1.Please provide us with your calculation of net tangible book value as of June 30, 2023. In
this regard, we are unable to recalculate the amounts.

 FirstName LastNameKian Hwa Goh
 Comapany NameOrangekloud Technology Inc.
 November 7, 2023 Page 2
 FirstName LastName
Kian Hwa Goh
Orangekloud Technology Inc.
November 7, 2023
Page 2
Consolidated Financial Statements
Note 2. Summary of significant accounting policies
Foreign currency, page F-15
2.We note that your convenience translation is based on the rate as of December 31, 2022.
Please revise throughout the filing to apply the exchange rate as of the most recent balance
sheet date included in the filing, June 30, 2023, or as of the most recent date practicable, if
materially different. Refer to Rule 3-20 (b)(1) of Regulation S-X.
Unaudited Consolidated Financial Statements
Note 15. Subsequent events, page F-47
3.Revise to disclose the date through which the company has assessed all subsequent
events.
General
4.We note your response to prior comment 2; however, it is still unclear whether the
Reorganization had an impact on the company’s shareholders. Please revise accordingly.
            Please contact Chen Chen at 202-551-7351 or Christine Dietz at 202-551-3408 if you
have questions regarding comments on the financial statements and related matters. Please
contact Alexandra Barone at 202-551-8816 or Matthew Derby at 202-551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Lawrence Venick