RedCloud Holdings plc (NASDAQ: RCT) is a foreign private issuer organized under the laws of England and Wales and registered in London, reporting to the U.S. Securities and Exchange Commission as a Form 20‑F filer. This SEC filings page brings together the company’s regulatory disclosures, including current reports on Form 6‑K and other documents that provide detail on its RedAI trading platform business, capital structure and governance.
Through its Form 6‑K submissions, RedCloud furnishes unaudited condensed consolidated financial statements for interim periods, giving investors insight into revenue generated from its RedAI platform, total transaction value processed, and other financial metrics. These filings also document material developments such as private placements of ordinary shares with accompanying warrants, changes to revolving credit facilities, and conversions of shareholder loans and convertible debt.
RedCloud’s SEC filings further cover corporate governance and management changes, including the appointment of a new Chief Financial Officer under a disclosed service agreement, and changes in its independent registered public accounting firm. In the latter case, the company has reported the dismissal of one audit firm and the appointment of another, along with required statements regarding the absence of disagreements on accounting principles or financial reporting matters as defined in SEC rules.
On Stock Titan, each RedCloud filing is supplemented with AI‑powered summaries that explain the key points of lengthy documents such as financial statements and material agreements. Investors can quickly see which filings relate to capital raising transactions, auditor changes, or executive appointments, and then drill down into the full text on EDGAR when needed. This page also provides access to historical filings, enabling users to follow how RedCloud describes the evolution of its AI‑driven FMCG trading infrastructure, its balance sheet and its governance arrangements over time.
RedCloud Holdings plc’s prospectus supplement covers the offer and sale by selling shareholders of up to 19,335,283 ordinary shares: 5,000,000 issued shares, up to 9,041,142 shares issuable upon exercise of warrants issued July 8, 2025, and up to 5,294,141 shares issuable upon exercise of warrants issued May 16, 2026 following shareholder approval in connection with the Offering.
Nasdaq determined RedCloud had not regained compliance with the $1.00 minimum bid price requirement and was ineligible for a second 180-day compliance period because it lacked stockholders’ equity required for initial listing. Nasdaq set October 22, 2026 as the delisting date unless RedCloud timely appealed; RedCloud appealed on October 14, staying suspension or delisting pending a Panel hearing and decision, while trading continues normally. RedCloud’s compliance plan will include a reverse stock split. If shareholders approve the share consolidation, it is expected to take effect on or about November 13, 2026.
RedCloud Holdings plc's resale registration covers up to 50,000,000 ordinary shares offered by selling shareholders: up to 25,000,000 shares the company may issue under its agreement with Tumim Stone Capital LLC and up to 25,000,000 under its agreement with Amiens Technology Investments LLC.
Nasdaq determined RedCloud had not regained compliance with the $1.00 minimum bid price requirement and was ineligible for a second 180-day compliance period because it lacked stockholders’ equity required for initial listing standards. Nasdaq scheduled delisting effective October 22, 2026, unless RedCloud timely appealed by October 20; RedCloud’s October 14 appeal stays suspension or delisting pending a hearing and Panel decision, with shares continuing to trade normally. The company will submit a compliance plan including a commitment to effect a reverse stock split. It will seek shareholder approval for a share consolidation at an October 30, 2026 meeting; if approved, it is expected to take effect on or about November 13, 2026.
RedCloud Holdings plc’s prospectus covers the resale by selling shareholders of up to 10,000,000 ordinary shares, including up to 5,000,000 shares issuable upon conversion of each of two Senior Convertible Notes issued to 3i, LP and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B.
Nasdaq determined RedCloud had not met the $1.00 minimum bid price requirement and was ineligible for a second 180-day compliance period because it lacked the stockholders’ equity required for initial listing standards. RedCloud appealed on October 14, staying suspension or delisting pending a panel hearing and decision; its shares continue trading normally. The company will submit a compliance plan that includes a commitment to effect a reverse stock split. Shareholders will consider a share consolidation at the October 30 meeting; if approved, it is expected to take effect on or about November 13. RedCloud said it cannot assure a successful appeal or continued listing.
RedCloud Holdings plc (RCT) announced the signing of its first customer in Saudi Arabia, Khamis Arabia Trading Co., which will adopt RedAI under an initial 24-month agreement with wholly owned subsidiary RedCloud Technologies Limited, starting from June 2026. Khamis Arabia is an FMCG wholesaler serving the Central (Riyadh) and Eastern (Dammam) regions.
Khamis Arabia provided a dataset from its trading records covering $21 million of trades across more than 540,000 SKU-level transactions. RAID is set to benchmark that data against RedCloud’s proprietary FMCG transaction dataset representing more than $8.4 billion in traded value. CORE launched commercially in August 2026 and is built to place orders, process payments, manage inventory and trade execution across RedCloud’s networks. The agreement is to be novated to the previously announced joint venture for RedAI infrastructure in Saudi Arabia and Bahrain when its formation is completed.
RedCloud Holdings plc (RCT) appealed Nasdaq’s delisting determination on October 14, 2026, after Nasdaq found it had not regained compliance with the $1.00 minimum bid price requirement. RedCloud had an initial 180-calendar-day period, through October 12, 2026, to regain compliance. Nasdaq’s rule treats a bid-price deficiency as continuing when it lasts 30 consecutive business days. Nasdaq scheduled delisting for October 22 unless RedCloud appealed by October 20, and found it ineligible for a second 180-day period because it lacked the stockholders’ equity required for initial listing standards.
The appeal request for an oral hearing stayed suspension of trading or delisting pending the Hearings Panel’s decision, and RedCloud’s ordinary shares continue to trade normally on the Nasdaq Capital Market. RedCloud plans to submit a written compliance plan that includes a commitment to effect a reverse stock split. At an October 30, 2026 general meeting, it will seek shareholder approval for a share consolidation; if approved, the consolidation is expected to take effect on or about November 13, 2026. Depending on the hearing’s timing, it may already be effective.
RedCloud Holdings plc (RCT) is registering for resale by selling shareholders up to 19,335,283 ordinary shares connected to a securities purchase agreement and warrants. For the six months ended June 30, 2026, revenue was $24.0 million, up 33.6%; net loss narrowed to $18.5 million from $26.5 million, and operating loss narrowed 14.7% to $17.1 million. Operating cash outflow was $8.2 million.
At June 30, cash was $0.8 million, against $19.9 million of trade and other payables and $12.4 million owed under shareholder loans. RedCloud said these conditions raise substantial doubt about its ability to continue as a going concern. At the financial statements’ release, $6.6 million remained available under its at-the-market program and approximately $27.0 million under its equity line of credit, subject to market, share-price and contractual conditions. Through September 29, 2026, at-the-market sales generated approximately $0.2 million net. Management said the company would lack liquidity to fund operations beyond October 2026 if its plans fail or further supplier extensions are unavailable.
Separately, RedCloud entered agreements for a joint venture with MJM AlKhaleej L.L.C. to operate in Saudi Arabia and Bahrain, with RedCloud holding 51% and MJM 49%; the platform license has a 20-year initial term.
RedCloud Holdings plc’s prospectus supplement relates to selling shareholders’ offer and sale of up to 50,000,000 ordinary shares, including up to 25,000,000 shares RedCloud may issue under each purchase agreement with Tumim Stone Capital LLC and Amiens Technology Investments LLC. For the six months ended June 30, 2026, revenue was $24,015,365, up 33.6% from $17,973,748; net loss was $18,502,661, compared with $26,544,958 a year earlier.
At June 30, 2026, cash and cash equivalents were $766,859, and net cash used in operating activities was $8,207,239. RedCloud reported substantial doubt about its ability to continue as a going concern; if its funding plans fail or supplier extensions are unavailable, it said it would lack sufficient liquidity beyond October 2026. As of release of the interim statements, $6.6 million remained available under its ATM and approximately $27.0 million under its equity line, subject to market, contractual and access conditions.
RedCloud Holdings plc (RCT) supplements its prospectus for the resale of up to 10,000,000 ordinary shares: up to 5,000,000 issuable upon conversion of the Senior Convertible Note issued to 3i, LP and up to 5,000,000 issuable upon conversion of the note issued to Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B. The supplement adds interim results for the six months ended June 30, 2026.
Revenue was $24,015,365, up 33.6%, and net loss was ($18,502,661), down 30.3% year over year; net cash used in operations was ($8,207,239). Cash and cash equivalents were $766,859 and stockholders’ deficit was ($20,618,522) at June 30, 2026. Management said these conditions raise substantial doubt about continued operations. The company reported $6.6 million remaining under its ATM and approximately $27.0 million available under its equity line as of the interim financial statements’ release, subject to market and contractual conditions. If its plans fail or supplier extensions are unavailable, management said liquidity would not support operations beyond October 2026.
RedCloud Holdings plc (RCT) reported revenue of $24.0 million for the six months ended June 30, 2026, up 33.6% from $18.0 million a year earlier. Operating loss was $17.1 million, versus $20.0 million, and net loss was $18.5 million, down 30.3% from $26.5 million. Total transaction value was $1.56 billion, up 29.7%.
Operating activities used $8.2 million in cash, compared with $15.9 million in the prior-year period. At June 30, 2026, cash was $766,859 and stockholders’ deficit was $20.6 million. RedCloud said these conditions raise substantial doubt about its ability to continue as a going concern; if its financing and supplier-extension plans fail, it may lack liquidity to fund operations beyond October 2026. It intends to raise up to $20.0 million.
After June 30, 2026, the company reported approximately $2.0 million in private-placement proceeds and $1.3 million in shareholder loans; through September 29, 2026, it sold 735,988 shares under its ATM program for approximately $0.2 million net. RedCloud also entered agreements to establish a Saudi Arabia-Bahrain joint venture with a 51% company ownership interest.
RedCloud Holdings plc (RCT), through its wholly owned subsidiary RedCloud Technologies Limited (RedCloud UK), and with RedCloud Holdings acting as parent guarantor, entered into a shareholders’ agreement and a platform license and infrastructure usage agreement with Saudi company MJM AlKhaleej L.L.C. to establish a joint venture intended to operate RedAI intelligent trade infrastructure in Saudi Arabia and Bahrain. The proposed ownership split is 51% for RedCloud UK and 49% for MJM.
RedCloud UK will provide dedicated AI infrastructure and make RedAI available to the venture. The licensing agreement has an initial term of 20 years. Aggregate charges are subject to a contractual ceiling of 10% of eligible collected revenue per customer order, as well as approval, eligibility and final payment conditions. The agreement also covers deployment support, hosting, data integration, managed services, integrations and related operational services. Any net profit distributions will be made to RedCloud and MJM under the shareholders’ agreement and applicable law.