true
FY
0002027360
0002027360
2025-01-01
2025-12-31
0002027360
dei:BusinessContactMember
2025-01-01
2025-12-31
0002027360
2026-07-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
xbrli:pure
iso4217:EUR
iso4217:EUR
xbrli:shares
iso4217:GBP
iso4217:ZAR
iso4217:PEN
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
20-F/A
(Amendment
No.1)
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _________ to _____________.
OR
☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of event requiring this shell company report:
Commission
file number: 001-42557
RedCloud
Holdings plc
(Exact
name of Registrant as Specified in its Charter)
England
and Wales
(Jurisdiction
of Incorporation or Organization)
50
Liverpool Street, London, EC2M 7PY, United Kingdom
(Address
of Principal Executive Offices)
Justin
Floyd, Chief Executive Officer
50
Liverpool Street, London, EC2M 7PY, United Kingdom
Tel:
+44 (0) 207 754 3735
Email:
justin.floyd@redcloudtechnology.com
(Name,
Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)
Securities
registered or to be registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange On Which Registered |
| Ordinary
shares, par value £0.002 per share |
|
RCT |
|
The
Nasdaq Stock Market LLC |
Securities
registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title
of Class)
Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title
of Class)
The
number of the issuer’s ordinary shares as of July 20, 2026, was 68,380,615 ordinary shares.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐ No ☒
If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934.
Yes
☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes
☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Yes
☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth
company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer ☐ |
Accelerated
filer ☐ |
Non-accelerated
filer ☒ |
Emerging
growth company ☒ |
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
| † |
The
term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012. |
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to 240.10D-1(b) ☐
Indicate
by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| ☒
U.S. GAAP |
|
International
Financial Reporting Standards as issued by the International ☐ |
|
Other
☐ |
| |
|
Accounting
Standards Board ☐ |
|
|
If
“Other” has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow. Item 17 ☐ Item 18 ☐
If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☒
EXPLANATORY
NOTE
This
Amendment No. 1 to Form 20-F (the “Form 20-F/A”) amends our annual report on Form 20-F for
the year ended December 31, 2025 (the “Annual Report”), which was originally filed with the U.S. Securities and
Exchange Commission on May 15, 2026. The purpose of this Form 20-F/A is to amend Item 15.
This
Form 20-F/A does not reflect events occurring after the filing of the Annual Report and does not modify or update the
disclosure therein in any way except as described above. No other changes have been made to the Annual Report. The filing of this
Form 20-F/A should not be understood to mean that any statements contained in the Annual Report, as amended by this
Form 20-F/A, are true or complete as of any date subsequent to the original filing date of the Annual Report. Accordingly,
this Form 20-F/A should be read in conjunction with the Annual Report.
Item
15. Controls and Procedures
| |
(a) |
Disclosure
Controls and Procedures. |
As
of December 31, 2025 (the “Evaluation Date”), the Company carried out an evaluation, under the supervision of and with the
participation of management, including the Company’s chief executive officer and chief financial officer, of the effectiveness
of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Exchange Act). Based on the foregoing, the chief executive officer and chief financial officer concluded that as of the Evaluation
Date, the Company’s disclosure controls and procedures were not effective due to the material weaknesses identified below.
| |
(b) |
Management’s
Annual Report on Internal Control over Financial Reporting. |
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over
financial reporting is a process designed under the supervision of our chief executive officer and chief financial officer to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for
external reporting purpose in accordance with U.S. generally accepted accounting principles.
Management
assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management
used the framework set forth in the report Internal Control – Integrated framework issued in 2013 by the Committee of Sponsoring
Organization of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal
control system, including (1) the control environment, (2) risk assessment, (3) control activities, (4) information and communication
and (5) monitoring.
Based
on that evaluation, management concluded that these controls were ineffective at December 31, 2025 due to material weaknesses relating
to (i) a lack of full-time accounting and financial reporting personnel with appropriate knowledge of U.S. GAAP and SEC reporting and
compliance requirements and (ii) a lack of an effective review by management for the year ended accounting close and reporting. As a
result, our management has concluded that our internal control was not effective as of December 31, 2025.
During
2025, to remediate the identified material weaknesses and improve the internal control over financial reporting, we understood the Company
has sought to implement and will continue to implement a number of measures to address the material weaknesses, including the following:
●
We are continuing our efforts to hire additional qualified internal finance and accounting staff with working experience in U.S. GAAP
and SEC reporting requirements.
●
We have also established clear roles and responsibilities for accounting and financial reporting staff to address accounting and financial
reporting issues.
●
We intend to establish a training program to provide sufficient and appropriate training for financial reporting and accounting personnel,
especially training related to U.S. GAAP and SEC reporting requirements.
We
expect that we will incur significant costs in the implementation of such measures. However, we cannot assure you that all these measures
will be sufficient to remediate our material weakness in time, or at all. If we fail to implement and maintain an effective system of
internal controls to remediate our material weakness over financial reporting, we may be unable to accurately report our results of operations,
meet our reporting obligations or prevent fraud, and investor confidence and the market price of our ordinary shares may be materially
and adversely affected.
| |
(c) |
Attestation
report of the registered public accounting firm. |
This
annual report does not include an attestation report of our company’s registered public accounting firm because we are currently
not required to comply with the auditor attestation requirements of Section 404 for the fiscal year ended December 31, 2025 because we
are neither an accelerated filer nor a large accelerated filer.
| |
(d) |
Changes
in Internal Control over Financial Reporting. |
Other
than as described above, there were no changes in our internal controls over financial reporting that occurred during the period covered
by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
SIGNATURES
The
registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and
authorized the undersigned to sign this annual report on its behalf.
| |
RedCloud
Holdings plc |
| |
|
|
| |
By: |
/s/
Justin Floyd |
| |
Name: |
Justin
Floyd |
| |
Title: |
Chief
Executive Officer |
Date:
July 21, 2026
