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RedCloud will Hold General Meeting of Shareholders on October 30, 2026

A separate market-value deficiency means RedCloud does not expect eligibility for another 180-day bid-price compliance period.

(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

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RedCloud (RCT) will seek shareholder approval for a 20-for-1 share consolidation at its general meeting on October 30, 2026.

If approved, the consolidation is expected to take effect on or about November 13, 2026, without changing shareholders’ proportionate ownership. RedCloud expects it to help restore compliance with Nasdaq’s $1 minimum bid price requirement. Shareholding directors, named executive officers and the largest shareholder have committed to vote in favor.

The bid-price compliance period ends October 12, 2026. A separate deficiency concerns Nasdaq’s $35,000,000 minimum market value requirement. RedCloud expects a delisting determination on or about October 12 and intends to request a hearing, which would stay suspension or delisting pending the panel’s decision. Shares continue trading on the Nasdaq Capital Market. The company plans to submit a compliance plan and request a limited-time exception.

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3 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

1 major · 4 points

Hollow bars mark forward-looking points. How the balance works

Positive

  • Moderate point. Forward-looking: it has not happened yet and may not happen.RedCloud intends to request a Nasdaq hearing, staying suspension or delisting pending the panel’s decision.
  • Minor pointShareholding directors, named executive officers and the largest shareholder committed to vote in favor of consolidation.
  • Minor point. Forward-looking: it has not happened yet and may not happen.RedCloud plans a compliance plan and a request for a limited-time listing exception.

Negative

  • Major point. Forward-looking: it has not happened yet and may not happen.RedCloud expects a delisting determination on or about October 12, 2026.
  • Moderate pointProposed 20-for-1 consolidation addresses listing compliance; shareholder approval remains pending.
  • Moderate point$1 minimum bid price noncompliance has a compliance deadline of October 12, 2026.
  • Moderate point. Forward-looking: it has not happened yet and may not happen.$35,000,000 minimum market value deficiency makes another 180-day bid-price compliance period unlikely, RedCloud expects.

News Explained

The company expects to show a closing bid of at least one dollar for ten consecutive business days after the consolidation takes effect.

If shareholders approve RedCloud’s proposed consolidation, resulting fractions will be combined into whole shares and sold; net proceeds after expenses will be distributed proportionally to affected holders instead of issuing fractional shares.

If the consolidation takes effect, the company expects to evidence a closing bid of at least $1 for at least 10 consecutive business days afterward.

Argus 15 min delay 35 alerts
-24.71% vs previous close $0.14 last price 50.9x rel. volume Open Argus
Details

Market move: RCT -24.71% vs previous close. 20-for-1 share consolidation

-29.6% Trough in 28 min
$0.14 – $0.20 Day Range
$10.44M Market Cap

On Oct 6, the day this news came out, the latest delayed price for RCT is 24.71% below the previous close. Argus tracked a trough of -29.6% from its starting point during tracking. Our momentum scanner has recorded 35 alerts for this stock so far that day. The latest delayed price is $0.14. Relative volume is exceptionally heavy at 50.9x the average.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Key Figures

Share consolidation ratio: 20-for-1 General Meeting: October 30, 2026 Expected effective date: On or about November 13, 2026 +5 more
Share consolidation ratio
20-for-1
Shareholder approval sought
General Meeting
October 30, 2026
Shareholders will vote on the consolidation
Expected effective date
On or about November 13, 2026
If shareholders approve the consolidation
Bid-price compliance period
180 calendar days, through October 12, 2026
Period to regain compliance with Nasdaq's minimum bid-price requirement
Minimum bid price
$1 per share
Nasdaq continued-listing requirement
Minimum market value of listed securities
$35,000,000
Nasdaq Capital Market requirement
Market-value deficiency period
30 consecutive business days
Period specified for a failure to meet the MVLS Requirement
Bid-price compliance evidence
At least $1 per share for a minimum of 10 consecutive business days
Company's anticipated evidence following the effective date

Key Terms

reverse stock split
1 terms
reverse stock split financial
"including a commitment to effect a reverse stock split"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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The Board of Directors has convened the General Meeting to approve a 20-for-1 share consolidation to ensure continued compliance with Nasdaq listing requirements

LONDON, Oct. 06, 2026 (GLOBE NEWSWIRE) -- RedCloud Holdings plc (Nasdaq: RCT) (“RedCloud” or the “Company”), which is building the AI prediction infrastructure for global FMCG trade, today announced that its Board of Directors has convened a General Meeting of shareholders (the “General Meeting”) to be held on Friday, October 30, 2026 at 10:00AM ET / 14:00 GMT for shareholders of record as of the close of business on September 25, 2026.

At the General Meeting, the Company will seek shareholder approval to effect a share consolidation pursuant to which every 20 existing ordinary shares of £0.002 each in the capital of the Company will be consolidated into one new ordinary share of £0.04 in nominal value each (the “Consolidated Ordinary Shares”). Where such consolidation results in any shareholder being entitled to a fraction of a new Consolidated Ordinary Share, no shareholder will be entitled to receive a fraction of a Consolidated Ordinary Share, and such fractions will be aggregated into whole shares and the directors of the Company are authorized to sell, or appoint another person to sell, the aggregated whole shares for the best price reasonably obtainable.  The net proceeds of such sale, after deduction of the expenses of the sale, will be distributed in due proportion among the members who would otherwise be entitled to the fractions. If approved by shareholders, the share consolidation is expected to be effective on or about November 13, 2026.

The share consolidation will not change the proportionate ownership interest of any shareholder, and should enable the Company to comply with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). Full details of the proposals to be presented to the Company’s shareholders, which include a necessary amendment to the Company’s articles of association, are set out in the Notice of General Meeting and accompanying proxy materials that were distributed to shareholders on October 5, 2026. The Company's directors and named executive officers that hold shares, along with the Company's largest shareholder, have committed to voting in favor of the transaction.

Receipt of Nasdaq Minimum Bid Price Letter

As previously disclosed, on April 15, 2026 the Company received formal notification from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based on the closing bid price of the Company’s ordinary shares for the then-preceeding 30 consecutive business days, the Company was no longer in compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed companies to maintain a minimum bid price of at least $1 per share (the “Nasdaq Minimum Bid Price Rule”). Nasdaq Listing Rule 5810(c)(3)(A) provides a compliance period of 180 calendar days, or until October 12, 2026, in which to regain compliance with the minimum bid price requirement.

Separately, the Company received formal notification from Nasdaq on August 10, 2026 that the Company was not in compliance with the minimum market value of listed securities set forth in Nasdaq’s rules for continued listing on the Nasdaq Capital Market (the “Second Deficiency Notice”). Nasdaq Listing Rule 5550(b)(2) requires primary securities listed on the Nasdaq Capital Market to maintain a minimum market value of listed securities of $35,000,000 (the “MVLS Requirement”), and Listing Rule 5810(c)(3)(C) provides that a failure to meet the MVLS Requirement exists if a deficiency under Rule 5550(b)(2) continues for a period of 30 consecutive business days. Based on the market value of the Company’s listed securities for a period of greater than 30 consecutive business days prior to August 6, 2026, the Company was not in compliance with the MVLS Requirement.

Due to the Second Deficiency Notice, the Company does not expect to be eligible for a second 180-day compliance period related to the Nasdaq Minimum Bid Price Rule. Accordingly, the Company expects it will receive a delisting determination from Nasdaq on or about October 12, 2026. Under current rules, the Company will be entitled to appeal that determination by filing a request for an oral hearing before the Nasdaq Hearings Panel (the “Hearings Panel”) pursuant to Nasdaq Listing Rule 5815, and the Company intends to file such request. Per Rule 5815(a)(1)(B), this request will stay the suspension of trading or delisting of the Company’s securities pending the hearing and the Hearings Panel’s decision. In the meantime, the Company’s ordinary shares will continue to trade in the normal manner on the Nasdaq Capital Market under the symbol RCT. Per Listing Rule 5815(a)(5), the Company will submit to the Hearings Panel a written plan of compliance, including a commitment to effect a reverse stock split, and request that the Hearings Panel grant an exception to the listing standards for a limited time period, as permitted by Rule 5815(c)(1)(A). Depending on the timing of the hearing before the Hearings Panel, the share consolidation may already be effective.

A share consolidation combines a number of existing shares into a smaller number of shares of a proportionally higher nominal value. The total value of the Company and each shareholder's proportionate ownership interest remain unchanged, only the number of shares in issue and the price per share are affected. A share consolidation is a commonly used mechanism to increase the market price per share and restore compliance with the Nasdaq minimum bid price requirement, as by reducing the number of shares in issue the price per share increases proportionately. The new Consolidated Ordinary Shares will carry the same rights and be subject to the same restrictions as the Company's new articles of association.

If approved by shareholders, we anticipate the Company will evidence a closing bid price of at least $1 per share for a minimum of 10 consecutive business days following the effective date of the share consolidation.  If the Company fails to regain compliance with the Nasdaq continued listing standards, Nasdaq will provide notice that the Company’s ordinary shares will be subject to delisting.

About RedCloud

RedCloud Holdings plc (Nasdaq: RCT) builds AI infrastructure for the prediction of FMCG trade. More than $8.4 billion of FMCG transactions have passed through its infrastructure between early 2023 and June 2026, across more than 100,000 customers and 6,700 brands. RedCloud uses this proprietary transaction data to develop RAID (Real-time AI for Distribution), its prediction model for distribution, and deploys its infrastructure and associated products (“RedAI”) either directly or through joint ventures with partners who fund and operate local markets.

RedCloud is a British company registered in London. Justin Floyd is its Founder and Chief Executive Officer. For more information, please visit www.redcloudtechnology.com and connect on LinkedIn.

Forward-Looking Statements

The information in this press release may include forward-looking statements within the meaning of the federal securities laws. These statements include, without limitation, statements regarding the expected general meeting of shareholders. Words such as “expect,” “project,” “estimate,” “believe,” “anticipate,” “intend,” “plan,” “seek,” “forecast,” “target,” “predict,” “may,” “should,” “would,” “could,” and “will,” the negative of these terms and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on management’s current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict, including, but not limited to, the Company’s intention to request a hearing before the Hearings Panel, the outcome of the General Meeting, the completion of the share consolidation, and the closing bid price for the 10-day period following such share consolidation. As a result, actual results could differ materially from those indicated in these forward-looking statements. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements described in “Cautionary Note Regarding Forward-Looking Statements,” “Item 3. Key Information – D. Risk Factors” and “Item 5. Operating and Financial Review and Prospects” in RedCloud’s most recent Annual Report on Form 20-F filed with the Securities and Exchange Commission, as well as the Company’s periodic reports and other filings with the Securities and Exchange Commission. RedCloud undertakes no obligation to update or revise these forward-looking statements except as required by law.

Contacts

Investor Relations
investor.relations@redcloudtechnology.com 

Media Relations
media@redcloudtechnology.com 


FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is RedCloud’s proposed share consolidation ratio and effective date?

RedCloud proposes consolidating 20 existing ordinary shares into one new ordinary share, effective on or about November 13, 2026, if shareholders approve. The approval vote is scheduled for the October 30, 2026 general meeting.

How will RedCloud handle fractional shares in the proposed consolidation?

Fractional entitlements will be aggregated into whole shares and sold for the best price reasonably obtainable. Net proceeds, after sale expenses, will be distributed proportionately to shareholders who would otherwise receive fractions; no shareholder will receive a fractional consolidated share.

What bid-price compliance result does RedCloud expect after its share consolidation?

RedCloud anticipates a closing bid price of at least $1 per share for a minimum of 10 consecutive business days following the consolidation’s effective date, if shareholders approve. Failure to regain compliance with Nasdaq’s continued listing standards would result in notice that its ordinary shares are subject to delisting.

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