RedCloud (Nasdaq: RCT) insiders pay premium as 50M-share resale set up
Rhea-AI Filing Summary
RedCloud Holdings plc (RCT) filed a prospectus supplement registering for resale up to 50,000,000 ordinary shares, consisting of up to 25,000,000 shares issuable under a share purchase agreement with Tumim Stone Capital LLC and up to 25,000,000 shares issuable under a separate share purchase agreement with Amiens Technology Investments LLC. The supplement incorporates a Form 6-K describing a private placement in which RedCloud agreed to sell 7,200,000 unregistered ordinary shares to insiders at $0.25 per share, a 24% premium to the August 26, 2026 closing price, for expected gross proceeds of $1.8 million. The company’s ordinary shares trade on the Nasdaq Capital Market under the symbol RCT, and the last reported sale price on August 27, 2026 was $0.20 per share.
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Filing Explained
The agreed $1.8 million insider placement would add 7.2 million shares, reducing existing holders’ percentage ownership if completed.
This 424(b)(3) supplement updates a resale prospectus covering up to
Separately, the company agreed to sell
The
The insider transaction is a private placement to selected investors outside a public offering; the shares are unregistered and may be resold only after registration or under an applicable exemption.
Although the exhibit uses purchase language in its headline and buyer descriptions, the operative filing text says the company agreed to sell the shares and expected completion, so the disclosed state is an announced offering rather than a clearly completed issuance.
Key Figures
Key Terms
Prospectus Supplement regulatory
Registration Statement on Form F-1 regulatory
private placement financial
Section 4(a)(2) regulatory
forward-looking statements regulatory
Offering Details
FAQ
What is RedCloud (RCT) registering in this prospectus supplement?
What insider private placement did RedCloud (RCT) announce?
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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-296419
PROSPECTUS SUPPLEMENT
(to Prospectus dated June 23, 2026)
RedCloud Holdings plc
Up to 50,000,000 Ordinary Shares
This Prospectus Supplement is being filed to update and supplement the information contained in the prospectus dated June 23, 2026 (the “Prospectus”) that forms a part of our Registration Statement on Form F-1, as amended (File No. 333-296419) (the “Registration Statement”) with the information contained in the Current Report on Form 6-K filed with the Securities and Exchange Commission on August 27, 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 50,000,000 ordinary shares, par value £0.002 per share, of RedCloud Holdings plc, consisting of: (a) up to 25,000,000 ordinary shares that we may issue pursuant to that certain ordinary share purchase agreement, by and between the Company and Tumim Stone Capital LLC, dated February 26, 2026 and (b) up to 25,000,000 ordinary shares that we may issue pursuant to that certain ordinary share purchase agreement, by and between the Company and Amiens Technology Investments LLC, dated February 26, 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 August 27, 2026, the last reported sale price of our ordinary shares was $0.20 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 August 28, 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 August 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 ☐
Sale of Ordinary Shares to Insiders
On August 27, 2026, RedCloud Holdings plc (the “Company”) agreed to sell 7,200,000 of its unregistered ordinary shares to Company insiders at a price per share of $0.25, representing approximately a 24% premium to the closing price of the Company’s ordinary shares on August 26, 2026, in a private placement (the “Offering”). Gross proceeds from the Offering are expected to be approximately $1.8 million. The Company expects to complete the Offering on or about August 27, 2026.
Christina Byland, the largest shareholder of the Company, purchased 4,700,000 of such ordinary shares, and Dr. Nikolaus Senn, a shareholder and member of the Company’s Board of Directors, purchased 2,500,000 ordinary shares.
The offer and sale of the ordinary shares described above, will be made in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof.
On August 27, 2026, the Company issued a press release disclosing the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K.
The information contained in this Report on Form 6-K, other than Exhibit 99.1, is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-296836). Exhibit 99.1 shall not be incorporated by reference into any registration statement or other filing under the Securities Act, unless expressly incorporated by reference therein.
Forward-Looking Statements
This Form 6-K contains forward-looking statements that involve risks and uncertainties. The risks and uncertainties involved include the completion and size of the Offering, market and business conditions, and other risks detailed from time to time in the Company’s periodic reports and other filings with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company’s current expectations and assumptions and speak only as of the date of this Form 6-K. The Company does not intend to revise or update any forward-looking statement in this Form 6-K as a result of new information, future events or otherwise, except as required by law.
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Press Release, dated August 27, 2026. |
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: August 27, 2026
Exhibit 99.1
RedCloud Announces Purchases of Shares by Insiders in Private Placement
London, UK — August 27, 2026 (GLOBE NEWSWIRE) — RedCloud Holdings plc (the “Company” or “RedCloud”) (Nasdaq: RCT) today announced that it has agreed to sell 7,200,000 of its unregistered ordinary shares to Company insiders in a private placement at a price per share of $0.25, representing approximately a 24% premium to the closing price of the Company’s ordinary shares on August 26, 2026. Gross proceeds are expected to be approximately $1.8 million. The Company expects to complete the issuance on or about August 27, 2026.
Christina Byland, the largest shareholder of the Company, purchased 4.7 million ordinary shares, and Dr. Nikolaus Senn, a shareholder and member of the Company’s Board of Directors, purchased an additional 2.5 million ordinary shares.
Justin Floyd, CEO of RedCloud, said, “This transaction solidifies a long-standing vote-of-confidence in our vision coming from our largest shareholders. We believe all supply chains eventually will run on predictive AI, and our goal is to build that transformational infrastructure for global trade.”
The ordinary shares to be issued in connection with the private placement described above are being offered in a private placement and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other applicable jurisdictions’ securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws.
This news release does not constitute an offer to sell or the solicitation of an offer to buy the ordinary shares described herein, nor shall there be any sale of these ordinary shares in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About RedCloud Holdings plc
RedCloud’s mission is to build the intelligence infrastructure of global trade, through generation and aggregation of proprietary trading and market data from across the FMCG industry through its RedAI infrastructure and associated products (“RedAI”). RedCloud provides market intelligence based on proprietary trading data across categories in each of its markets. The Company also delivers a trading infrastructure and related products for use by its customers, to enable intelligent digital exchange of everyday consumer supplies of FMCG products across business supply chains, supported by a payments and lending ecosystem intended to streamline trade.
RedCloud is a British company registered in London, co-founded by serial entrepreneur Justin Floyd and Soumaya Hamzaoui. For more information, please visit www.redcloudtechnology.com and connect on LinkedIn.
Forward-Looking Statements
The information in this press release may include forward-looking statements within the meaning of the federal securities laws. These statements generally relate to future events or our future financial or operating performance. Words such as “expect,” “project,” “estimate,” “believe,” “anticipate,” “intend,” “plan,” “seek,” “forecast,” “target,” “predict,” “may,” “should,” “would,” “could,” and “will,” the negative of these terms and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on management’s current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict, including, but not limited to, the size and completion of the private placement with Company insiders, all supply chains running on predictive AI, the Company’s ability to build a transformational infrastructure for global trade and whether such infrastructure will successfully provide value to all supply chains. As a result, actual results could differ materially from those indicated in these forward-looking statements. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements described in “Cautionary Note Regarding Forward-Looking Statements,” “Item 3. Key Information – D. Risk Factors” and “Item 5. Operating and Financial Review and Prospects” in RedCloud’s most recent Annual Report on Form 20-F filed with the Securities and Exchange Commission, as well as the Company’s periodic reports and other filings with the SEC. RedCloud undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release.
Contacts
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investor.relations@redcloudtechnology.com
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