RedCloud Holdings (RCT) registers 10M shares tied to convertible notes (Waiver amended)

Rhea-AI Filing Summary

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.

Insights

Capital Markets Attorney

Registration permits resale of up to 10,000,000 ordinary shares tied to convertible notes.

The supplement updates the existing prospectus to include a Waiver Agreement that adjusted the Notes to an aggregate principal of $4,987,489 and a conversion price of $0.57 per share. It clarifies that up to 5,000,000 shares relate to the Note held by 3i, LP and up to 5,000,000 relate to the Note held by Alto Opportunity Master Fund.

The cash‑flow treatment is described as resale by selling shareholders in the prospectus supplement; specific proceeds allocation is not detailed in the excerpt. Subsequent filings or the underlying prospectus will govern distribution mechanics and any conditions tied to conversion or resale.

Key Figures

Registered shares: 10,000,000 shares Conversion tranches: 5,000,000 shares; 5,000,000 shares Adjusted aggregate principal: $4,987,489 +2 more

5 metrics

Registered shares 10,000,000 shares Prospectus Supplement

Conversion tranches 5,000,000 shares; 5,000,000 shares Shares issuable upon conversion of two Senior Convertible Notes

Adjusted aggregate principal $4,987,489 Waiver Agreement dated <date>June 15, 2026</date>

Conversion price $0.57 per share Post‑waiver conversion price

Last reported sale price $0.63 per share As of <date>June 17, 2026</date>

Key Terms

Prospectus Supplement, Senior Convertible Note, Waiver Agreement, selling shareholders

4 terms

Prospectus Supplement regulatory

"This Prospectus Supplement is being filed to update and supplement the information"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Senior Convertible Note financial

"we may issue upon the conversion of that certain Senior Convertible Note"

A senior convertible note is a loan a company issues that sits near the top of its repayment order and can be exchanged for the company’s stock under set conditions. Think of it like a high-priority IOU that also includes a coupon you can choose to turn into shares instead of taking cash back. It matters to investors because it affects who gets paid first if the company struggles and can dilute existing shareholders if the notes convert into new shares.

Waiver Agreement legal

"the Company entered into an amendment and waiver agreement (the “Waiver Agreement”)"

selling shareholders regulatory

"offer and sale, from time to time, by the selling shareholders identified in the Prospectus"

Shareholders who are offering some or all of their shares for sale in a market transaction or as part of an offering; they can be founders, early investors, employees, or other holders deciding to convert ownership into cash. Investors care because selling shareholders can change the ownership mix, increase the number of shares available to trade, and signal insiders’ confidence or need for liquidity—like a large owner putting a big parcel on the market, which can affect price and voting control.

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

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FAQ

What does the RedCloud (RCT) prospectus supplement register?

It registers up to 10,000,000 ordinary shares for resale by selling shareholders. The supplement clarifies that these shares include two conversion tranches of 5,000,000 shares each tied to senior convertible notes.

How were the convertible note terms changed in the June 15, 2026 waiver?

The Waiver Agreement adjusted the aggregate principal to $4,987,489 and reduced the conversion price to $0.57 per share. These amendments modify the potential number of shares issuable upon conversion.

Who are the holders associated with the shares being registered?

The prospectus supplement identifies two note holders: 3i, LP and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, each associated with up to 5,000,000 shares issuable upon conversion.

Will RedCloud receive proceeds from the resale of these registered shares?

The supplement describes the offering as sales by the selling shareholders. The excerpt does not state any issuer receipt of resale proceeds; the prospectus governs proceeds treatment and distribution mechanics.

What was RedCloud’s last reported share price referenced in the supplement?

The supplement reports the last reported sale price of the ordinary shares was $0.63 per share as of June 17, 2026, provided for market context in the prospectus supplement.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-294615

PROSPECTUS SUPPLEMENT

(to Prospectus dated June 11, 2026)

RedCloud Holdings plc

Up to 10,000,000 Ordinary Shares

This Prospectus Supplement is being filed to update and supplement the information contained in the prospectus dated June 11, 2026 (the “Prospectus”) that forms a part of our Registration Statement on Form F-1, as amended (File No. 333-294615) (the “Registration Statement”) with the information contained in the Current Report on Form 6-K filed with the Securities and Exchange Commission on June 16, 2026. Accordingly, we have attached the Current Report on Form 6-K to this Prospectus Supplement.

The Prospectus and this Prospectus Supplement relate to the offer and sale, from time to time, by the selling shareholders identified in the Prospectus of up to 10,000,000 ordinary shares, par value £0.002 per share, of RedCloud Holdings plc, consisting of: (a) up to 5,000,000 ordinary shares that we may issue upon the conversion of that certain Senior Convertible Note issued to 3i, LP, dated February 27, 2026 and (b) up to 5,000,000 ordinary shares that we may issue upon the conversion of that certain Senior Convertible Note issued to Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, dated February 27, 2026.

This Prospectus Supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This Prospectus Supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this Prospectus Supplement, you should rely on the information in this Prospectus Supplement.

Our ordinary shares are currently listed on The Nasdaq Capital Market under the symbol “RCT”. On June 17, 2026, the last reported sale price of our ordinary shares was $0.63 per share.

Investing in our ordinary shares involves a high degree of risk. Before making any investment decision, you should carefully review and consider all the information in this Prospectus Supplement and the Prospectus, including the risks and uncertainties described under “Risk Factors” beginning on page 9 of the Prospectus and those risk factors in the documents incorporated by reference for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this Prospectus Supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is June 18, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026

Commission File Number: 001-42557

RedCloud Holdings plc

(Registrant’s Name)

50 Liverpool Street,

London, EC2M 7PY, United Kingdom

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

As previously disclosed, on February 26, 2026, RedCloud Holdings plc (the “Company”) entered into securities purchase agreements (the “Note Purchase Agreements”) with certain institutional investors (the “Investors”), pursuant to which the Company issued and sold senior convertible notes in the aggregate principal amount of $4,347,826.08 (the “Notes”). The Notes are convertible into ordinary shares of the Company in accordance with their terms.

On June 15, 2026, in exchange for certain waivers, the Company entered into an amendment and waiver agreement (the “Waiver Agreement”) with the holders of the Notes. Pursuant to the Waiver Agreement, the parties agreed to amend certain terms of the Notes, including an adjustment of the aggregate principal amount to $4,987,489 and a reduction of the conversion price to $0.57 per ordinary share.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	RedCloud Holdings plc
	By:	/s/ Justin Floyd
	Name:	Justin Floyd
	Title:	Chief Executive Officer

Date: June 16, 2026

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