Welcome to our dedicated page for RedCloud SEC filings (Ticker: RCT), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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 files a Form F-1 preliminary prospectus to register up to 19,335,283 ordinary shares for resale by selling stockholders. The shares include 5,000,000 issued in the July 2025 private placement and warrant shares issuable upon exercise of PIPE and Deferred Warrants. The company will not receive proceeds from the resale but may receive proceeds if Warrants are exercised. Prior to this offering there were 59,362,026 ordinary shares outstanding; assuming full exercise of the Warrants, outstanding shares would be 78,697,309. The prospectus discloses 2025 revenue of approximately $48.5 million, $3.2 billion in TTV for 2025 and cumulative trades of $6.9 billion through December 31, 2025, and notes net losses and cash constraints, including $479,000 cash as of December 31, 2025. The registration permits resale on Nasdaq and other permitted markets; cash‑flow treatment for resale proceeds is that the company will not receive proceeds from selling stockholders.
RedCloud Holdings plc filed a Form F-1 preliminary prospectus to register up to 50,000,000 ordinary shares for resale and to register shares issuable under two equity line purchase agreements. The registration combines 2,729,326 unsold shares from a prior filing with 47,270,674 newly registered shares to permit resale of an aggregate of 50,000,000 ordinary shares. The prospectus states the company will not receive proceeds from shares sold by the Selling Shareholders, but may receive gross proceeds of up to $30,000,000 from sales to Tumim Stone Capital LLC and Amiens Technology Investments LLC under the ELOC Purchase Agreements subject to conditions and ownership limits (initially 4.99%, potentially increased to 9.99%). The filing discloses 2025 revenue of $48.5M, total transaction value (TTV) of $3.2B for 2025, and cash and cash equivalents of $479,000 as of December 31, 2025. Auditor reports for 2024 and 2025 include an explanatory paragraph expressing substantial doubt about the company’s ability to continue as a going concern.
RedCloud Holdings plc registers up to 10,000,000 ordinary shares for resale by noteholders pursuant to a Form F-1 amendment. The registration covers up to 5,000,000 shares issuable upon conversion of the 3i convertible note and up to 5,000,000 shares issuable upon conversion of the Alto convertible note.
The company states it will not receive any proceeds from resales by the Selling Shareholders. Shares outstanding prior to the offering were 59,362,026 ordinary shares as of May 28, 2026. The prospectus discloses a last reported Nasdaq sale price of $0.68 per share on May 29, 2026.
RedCloud Holdings plc files its annual report detailing a fast-growing but loss-making AI-powered FMCG trading platform focused on emerging markets. Revenue rose slightly to $48,539,353 in 2025 from $46,499,285 in 2024, but the company posted a net loss of $46,236,849 and had an accumulated deficit of $194,547,170 as of December 31, 2025.
Marketing expenses were very high at $49,124,526, roughly matching 2025 revenue, and operating cash outflows were about $35M. Cash and cash equivalents were only about $479,000 at year-end, and management discloses substantial doubt about the company’s ability to continue as a going concern and expects to raise additional capital within the next month.
The report highlights reliance on a single cloud provider (AWS), third-party app stores and payment processors, significant regulatory uncertainty around AI, operational risks in Nigeria, South Africa, Brazil and Argentina, and strong competition from large enterprise software vendors. RedCloud also reports a Nasdaq notice for failing to meet the $1.00 minimum bid price, with 59,362,026 ordinary shares outstanding as of May 15, 2026.
RedCloud Holdings plc has entered a new platform license and infrastructure usage agreement with Kayanat Arabia Holding Company to support their existing joint venture in Saudi Arabia. Under this agreement, RedCloud will provide its RedAI platform, including the RAID engine, hosting, integrations, operations, cybersecurity, maintenance and related services.
The arrangement sets a committed annual value of $6,000,000 for five years from the March 25, 2026 effective date, for a total commitment infrastructure value of $30,000,000. This annual value includes a $2,200,000 enablement commitment for localization and deployment and a $3,800,000 platform services fee tied to revenues generated in Saudi Arabia. Revenues above this commitment and related obligations will be shared between RedCloud and Kayanat under their shareholders agreement, and the license can be renewed for an additional five years by mutual consent.
RedCloud Holdings plc reports that shareholders approved all three proposals at a recent general meeting. As of the February 6, 2026 record date, 55,606,812 ordinary shares were outstanding, with 42,673,967 shares represented at the meeting, constituting a quorum.
Shareholders authorized the board to allot ordinary shares and grant rights to subscribe for or convert into ordinary shares up to an aggregate nominal amount of £2,000,000. This authority runs until April 1, 2031, allowing the company to make offers or agreements before expiry and issue shares under those arrangements afterward.
Investors also approved increasing the board size to a minimum of two and a maximum of eleven directors. In addition, shareholders empowered the board, pursuant to Section 570 of the Companies Act 2006, to allot equity securities for cash under the new authority without being subject to statutory or Articles-based pre-emption rights. Each proposal passed by a large majority of votes cast.
RedCloud Holdings plc registers for resale up to 3,600,000 ordinary shares. The prospectus covers up to 3,600,000 ordinary shares, consisting of up to 1,800,000 shares issuable upon conversion of a Senior Convertible Note to 3i, LP and up to 1,800,000 shares issuable upon conversion of a Senior Convertible Note to Alto Opportunity Master Fund.
This is a resale registration by selling shareholders; the Company states it will not receive proceeds from resale. The shares are listed on Nasdaq under the symbol RCT and the prospectus is dated March 25, 2026. The filing highlights platform metrics as of June 30, 2025 (approximately 313,735 orders, $1.2 billion TTV, 51,460 retailers, 813 sellers, and 7,612 brands) and discloses net losses and a going-concern explanatory paragraph from the auditors.
RedCloud Holdings plc director and major shareholder Kunz Hans Rudolf has filed an initial ownership report. The filing shows indirect ownership of 7,525,431 ordinary shares held through HRK Participations SA, which is wholly owned by HRK Holding (HK) Ltd., itself wholly owned by Mr. Kunz.
The filing also reports 210,000 vested share options, each exercisable into one ordinary share at an exercise price of £0.002 (or $0.0027) per share, expiring on September 17, 2034. These details outline Mr. Kunz’s existing equity stake and option-based exposure rather than new market transactions.
RedCloud Holdings plc CEO Floyd Justin Beck Hinton filed an initial ownership report showing direct holdings of 1,587,037 Ordinary Shares as of a transaction date of March 18, 2026. This Form 3 does not report new trades; it discloses existing equity and option positions.
He also holds vested share options over 572,375 Ordinary Shares with an exercise price of $0.0027 per share and options over 62,500 Ordinary Shares with an exercise price of $2.66 per share. Both option grants were awarded for services under the company’s share option plan and are exercisable until September 17, 2034.