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RedCloud Holdings plc entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC to sell ordinary shares, par value £0.002, from time to time under its effective Form F-3 shelf. The related ATM Prospectus Supplement currently permits sales of ordinary shares with an aggregate market value of $6,700,000 through or to H.C. Wainwright acting as sales agent or principal. RedCloud will set share amounts, timing, daily volume limits and minimum prices, and will pay a 3.0% commission on gross sales plus capped expense reimbursements. Neither party is obligated to complete any sale, and the program can be suspended at any time.
Separately, Chief Financial Officer Raju Datla submitted his resignation effective July 31, 2026. The company states his departure is not due to any disagreement regarding operations, policies, accounting, financial reporting or internal controls. He will support the transition, while treasury and finance operations continue under existing leadership as the company conducts a search for a new CFO.
RedCloud Holdings plc plans an at-the-market equity program to sell up to $6,700,000 of ordinary shares through H.C. Wainwright & Co. as sales agent or principal. Wainwright will receive a 3.0% fee on gross proceeds, and sales may occur on Nasdaq under the symbol RCT or via other permitted methods.
Net proceeds are intended primarily for working capital and general corporate purposes, but holders of senior convertible notes issued on February 26, 2026 may require RedCloud to use up to 50% of the net proceeds to redeem those notes. The company discloses that, without additional capital, existing cash is expected to fund operations only through the end of the current month, and that even the full $6.7 million may not finance operations for an extended period.
RedCloud operates the RedAI infrastructure for FMCG supply chains in Argentina, Brazil, Nigeria, South Africa and via joint ventures in Türkiye and Saudi Arabia. For 2025 it generated $48.5 million in revenue with $3.2 billion in total transaction value and cumulative trades of $6.9 billion since 2023. The company highlights significant potential dilution from outstanding options, warrants and convertible notes with price-reset features, and notes the July 31, 2026 resignation of its CFO, who is assisting with transition.
RedCloud Holdings plc filed an amendment to its 2025 annual report to revise the section on controls and procedures. As of December 31, 2025, the chief executive officer and chief financial officer concluded that disclosure controls and procedures and internal control over financial reporting were not effective.
Management identified material weaknesses, including a lack of full-time accounting and financial reporting personnel with appropriate U.S. GAAP and SEC reporting expertise and an ineffective management review over year-end closing and reporting. The company is hiring additional qualified staff, clarifying roles and responsibilities, and planning training programs, and expects significant costs. It cautions that remediation may not be timely or sufficient, which could affect financial reporting reliability and investor confidence.
RedCloud Holdings plc is introducing CORE, a trade execution engine expected to be the final foundational enabling technology within its RedAI infrastructure, with a launch planned for August 2026. CORE is designed to sit alongside RAID (Realtime AI for Distribution) so that RedAI’s specialist agents can both predict trading opportunities and execute resulting orders, payments, and inventory moves across RedCloud’s trading networks.
Both CORE and RAID are being built on RedCloud’s proprietary Data Foundation, comprising $6.9Bn in FMCG trading data accumulated since January 2023, aimed at addressing what the company describes as part of a global $2Tn inventory gap crisis. The announcement follows recent milestones including a joint venture and licensing agreement of up to $120M in India and an up to $30M license agreement in Saudi Arabia, as RedCloud scales its RedAI infrastructure across multiple markets.
RedCloud Holdings plc reported the results of its June 30, 2026 general meeting of shareholders. As of the May 22, 2026 record date, 62,038,019 ordinary shares were issued, outstanding, and entitled to vote. A quorum was present with 20,678,527 ordinary shares represented in person or by proxy.
Shareholders approved eight proposals. They reappointed Justin Floyd, Hans Kunz, Nikolaus Senn, Soumaya Hamzaoui, David Bolocan, and Prem Parameswaran as directors, each receiving strong support with only modest votes against and abstentions. PKF Littlejohn LLP was reappointed as the company’s auditor.
Shareholders also approved the company’s annual report and financial statements for the year ended December 31, 2025. All proposals passed by a majority of ordinary shares present or represented at the meeting, confirming the existing board composition, auditor relationship, and previously prepared financial statements.
RedCloud Holdings has launched RedAI Strategy, its first commercial AI-native application, aimed at giving fast-moving consumer goods (FMCG) companies predictive market intelligence. The product is live for enterprise FMCG customers in Nigeria, with 30 enterprise customers participating at launch and rollout planned across other RedCloud markets.
RedAI Strategy runs on RedCloud’s AI infrastructure and will integrate the RAID (Realtime AI for Distribution) engine, which was validated across 3.7 million live FMCG transactions in March 2026. The launch is positioned as the first in a pipeline of AI-native products as RedCloud builds toward its 2026 revenue guidance of $120 million, following audited FY25 revenue of $48.5 million, leveraging a Data Foundation built on $6.9 billion of FMCG trade value.
RedCloud Holdings plc has entered a joint venture and a twenty-year platform license and infrastructure usage agreement with Dheer Marketing India to deploy its RedAI infrastructure across India, its first market in Asia. The joint venture will be owned 51% by RedCloud and 49% by Dheer Marketing and is expected to operate as RedCloud India Private Limited, headquartered in New Delhi.
Under the Licensing Agreement, RedCloud will provide its RedAI infrastructure, including hosting, integrations, operations, cybersecurity, maintenance and related services, at a committed annual value of $6,000,000 per year for twenty years, implying a total infrastructure commitment value of up to $120,000,000, predicated on revenues generated in India. Any revenues above the annual commitment and related obligations will be shared between RedCloud and Dheer Marketing under the joint venture terms.
RedCloud Holdings plc is registering up to 10,000,000 ordinary shares for resale by selling shareholders pursuant to its Form F-1 registration statement. The offering consists of up to 5,000,000 shares issuable upon conversion of a Senior Convertible Note held by 3i, LP and up to 5,000,000 shares issuable upon conversion of a Senior Convertible Note held by Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B. A June 15, 2026 Waiver Agreement amended the Notes, increasing the aggregate principal to $4,987,489 and reducing the conversion price to $0.57 per ordinary share. The prospectus supplement updates the June 11, 2026 prospectus and states the last reported sale price was $0.63 per share as of June 17, 2026.