RedCloud (NASDAQ: RCT) insiders pay 24% premium in fresh share deal

Rhea-AI Filing Summary

RedCloud Holdings plc (RCT) filed a prospectus supplement updating its Form F-1 to cover the resale, from time to time, by selling shareholders of up to 10,000,000 ordinary shares, par value £0.002, issuable upon conversion of two Senior Convertible Notes (5,000,000 shares per note held by 3i, LP and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B). These are resales by existing noteholders, not a new primary offering by the company.

Separately, RedCloud agreed to a private placement of 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, with completion expected on or about August 27, 2026. Christina Byland will purchase 4.7 million shares and director Dr. Nikolaus Senn 2.5 million shares. RedCloud’s ordinary shares last traded at $0.20 on August 27, 2026 on the Nasdaq Capital Market.

Key Figures

Registered resale shares: Up to 10,000,000 ordinary shares Shares per Senior Convertible Note: 5,000,000 ordinary shares Private placement shares: 7,200,000 ordinary shares +5 more

8 metrics

Registered resale shares Up to 10,000,000 ordinary shares Ordinary shares issuable upon conversion of Senior Convertible Notes registered for resale by selling shareholders

Shares per Senior Convertible Note 5,000,000 ordinary shares Ordinary shares potentially issuable on conversion of each Senior Convertible Note held by 3i, LP and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B

Private placement shares 7,200,000 ordinary shares Unregistered ordinary shares to be sold to company insiders in a private placement

Private placement price $0.25 per share Price per share for insider private placement, at a premium to the prior closing price

Private placement gross proceeds $1.8 million Expected gross proceeds from sale of 7,200,000 ordinary shares in private placement

Premium to prior closing price 24% Private placement price premium to the August 26, 2026 closing price of RedCloud’s ordinary shares

Last reported share price $0.20 per share Last reported sale price of RedCloud ordinary shares on August 27, 2026 on The Nasdaq Capital Market

Byland purchase size 4,700,000 ordinary shares Ordinary shares to be purchased by largest shareholder Christina Byland in the private placement

Key Terms

Prospectus Supplement, Senior Convertible Note, private placement, Section 4(a)(2), +1 more

5 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

"up to 5,000,000 ordinary shares that 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.

private placement financial

"in a private placement (the “Offering”)"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Section 4(a)(2) regulatory

"pursuant to Section 4(a)(2) thereof"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

foreign private issuer regulatory

"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Offering Details

secondary

Offering

Offering Type secondary

FAQ

What does RedCloud Holdings plc (RCT) register in this prospectus supplement?

RedCloud registers the resale by selling shareholders of up to 10,000,000 ordinary shares, issuable upon conversion of two Senior Convertible Notes, each associated with 5,000,000 potential ordinary shares held by 3i, LP and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B.

What private placement did RCT announce to company insiders?

RedCloud agreed to sell 7,200,000 unregistered ordinary shares to company insiders in a private placement at $0.25 per share, with expected gross proceeds of $1.8 million, and expects to complete the issuance on or about August 27, 2026.

Who are the main purchasers in RedCloud’s insider private placement?

In the private placement, Christina Byland, RedCloud’s largest shareholder, will purchase 4.7 million ordinary shares, and Dr. Nikolaus Senn, a shareholder and board member, will purchase 2.5 million ordinary shares.

At what price are RCT insiders buying shares, and how does it compare to market price?

Insiders are buying shares at $0.25 per share, which represents approximately a 24% premium to the closing price of RedCloud’s ordinary shares on August 26, 2026. The last reported sale price on August 27, 2026 was $0.20 per share.

On which market are RedCloud Holdings plc (RCT) ordinary shares listed and what was the recent price?

RedCloud’s ordinary shares are listed on The Nasdaq Capital Market under the symbol “RCT”. On August 27, 2026, the last reported sale price of its ordinary shares was $0.20 per share.

Under what exemption is RCT’s insider private placement being conducted?

The offer and sale of the 7,200,000 unregistered ordinary shares to insiders are being made in reliance on an exemption from registration under the Securities Act pursuant to Section 4(a)(2).

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Available on EDGAR 08/28/2026 - 09:17 AM Accepted by SEC EDGAR 08/28/2026 - 09:16 AM Learn about SEC filing dates

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 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 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 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

Investor Relations

investor.relations@redcloudtechnology.com

Media Relations

media@redcloudtechnology.com