RedCloud Holdings (NASDAQ: RCT) warned on Nasdaq value rule as 10M shares registered

Rhea-AI Filing Summary

RedCloud Holdings plc filed a prospectus supplement updating its Form F-1 prospectus to incorporate a new Form 6-K and to continue registering the resale, from time to time, of up to 10,000,000 ordinary shares. These consist of up to 5,000,000 shares issuable on conversion of a Senior Convertible Note held by 3i, LP and up to 5,000,000 shares issuable on conversion of a Senior Convertible Note held by Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, each dated February 27, 2026.

The company also reports receiving a Nasdaq notice that it no longer meets the $35,000,000 market value of listed securities requirement, after trading below that level for 30 consecutive business days through August 7, 2026, when the last reported share price was $0.20. RedCloud has until February 8, 2027 to regain compliance by maintaining at least $35,000,000 MVLS for 10 consecutive business days. Failure to do so could lead to delisting, though the shares currently continue to trade on the Nasdaq Capital Market under the symbol RCT.

Positive

• None.

Negative

• Nasdaq non-compliance notice: RedCloud’s market value of listed securities has been below $35,000,000 for 30 consecutive business days, triggering a delisting risk if compliance is not regained by February 8, 2027.

Key Figures

Resale shares registered: 10,000,000 ordinary shares Shares per Senior Convertible Note: 5,000,000 ordinary shares Par value per share: £0.002 per share +5 more

8 metrics

Resale shares registered 10,000,000 ordinary shares Ordinary shares that may be resold by selling shareholders under the prospectus supplement

Shares per Senior Convertible Note 5,000,000 ordinary shares Maximum ordinary shares issuable upon conversion of each Senior Convertible Note dated February 27, 2026

Par value per share £0.002 per share Par value of RedCloud Holdings plc ordinary shares

Nasdaq MVLS requirement $35,000,000 Minimum market value of listed securities required by Nasdaq Listing Rule 5550(b)(2)

Last reported share price $0.20 per share Last reported sale price of ordinary shares on August 7, 2026

Non-compliance period 30 consecutive business days Duration RedCloud’s market value was below the Nasdaq MVLS requirement

Compliance period end date February 8, 2027 Deadline to regain compliance with Nasdaq MVLS requirement

Days required for regained compliance 10 consecutive business days Number of days MVLS must meet or exceed $35,000,000 within the compliance period

Key Terms

Prospectus Supplement, Senior Convertible Note, market value of listed securities, Nasdaq Listing Rule 5550(b)(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

"upon the conversion of that certain Senior Convertible Note issued to 3i, LP"

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.

market value of listed securities market

"not in compliance with the minimum market value of listed securities set forth"

The market value of listed securities is the total worth of stocks, bonds and other tradable instruments quoted on an exchange, measured using the prices investors are willing to pay right now. It’s calculated by multiplying each security’s current market price by the number of units outstanding and adding those amounts together, like totaling the value of every item in a store at today’s prices. Investors watch this because it shows the size, liquidity and overall health of the market or a company’s publicly traded portion, and it influences index weights, fund allocations and perceived risk.

Nasdaq Listing Rule 5550(b)(2) regulatory

"Nasdaq Listing Rule 5550(b)(2) requires primary securities listed on the Nasdaq"

Compliance Period regulatory

"a cure period of 180 calendar days, or until February 8, 2027 (the “Compliance Period”)"

A compliance period is a defined stretch of time during which a company must meet specific legal, regulatory, or contractual rules and reporting requirements. Think of it like a scheduled inspection window or a homework deadline: failing to satisfy the rules within that window can trigger fines, restrictions, or extra oversight, so investors watch compliance periods as signals of near-term legal risk, potential costs, and impacts on a company’s operations or cash flow.

Offering Details

secondary

Offering

Offering Type secondary

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Available on EDGAR 08/10/2026 - 05:08 PM Accepted by SEC EDGAR 08/10/2026 - 05:05 PM Learn about SEC filing dates

FAQ

What securities are covered by RedCloud Holdings (RCT) in this prospectus supplement?

The prospectus supplement covers the resale of up to 10,000,000 ordinary shares of RedCloud Holdings, issuable upon conversion of two Senior Convertible Notes held by 3i, LP and Alto Opportunity Master Fund.

How many RedCloud (RCT) shares relate to each Senior Convertible Note?

Each Senior Convertible Note is associated with up to 5,000,000 ordinary shares. One note was issued to 3i, LP and the other to Alto Opportunity Master Fund, both dated February 27, 2026.

What Nasdaq listing requirement is RedCloud (RCT) currently failing to meet?

RedCloud is not in compliance with Nasdaq’s $35,000,000 market value of listed securities requirement under Listing Rule 5550(b)(2), after trading below that level for 30 consecutive business days through August 7, 2026.

How long does RedCloud (RCT) have to regain Nasdaq compliance and what must happen?

RedCloud has until February 8, 2027 to regain compliance. Its market value of listed securities must be at least $35,000,000 for 10 consecutive business days during this compliance period.

Is RedCloud’s (RCT) stock being delisted from Nasdaq now?

No. The company states there is no immediate impact on its listing; the ordinary shares continue to trade on the Nasdaq Capital Market under the symbol RCT while it works to regain compliance.

What was the last reported trading price for RedCloud (RCT) shares mentioned here?

On August 7, 2026, the last reported sale price of RedCloud’s ordinary shares was $0.20 per share on the Nasdaq Capital Market, as cited 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 August 10, 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 7, 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 10, 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 ☐

On August 10, 2026, RedCloud Holdings plc (the “Company”) received written notification (the “Notification Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with the minimum market value of listed securities set forth in Nasdaq’s rules for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(2) requires primary securities listed on the Nasdaq Capital Market to maintain a minimum market value of listed securities of $35,000,000 (the “MVLS Requirement”), and Listing Rule 5810(c)(3)(C) provides that a failure to meet the MVLS Requirement exists if a deficiency under Rule 5550(b)(2) continues for a period of 30 consecutive business days. Based on the market value of the Company’s listed securities for a period of 30 consecutive business days prior to and including August 7, 2026, the Company is not in compliance with the MVLS Requirement.

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has a cure period of 180 calendar days, or until February 8, 2027 (the “Compliance Period”), to regain compliance with the MVLS Requirement. To regain compliance, the market value of the Company’s listed securities must meet or exceed $35,000,000 for at least 10 consecutive business days during the Compliance Period. If the Company does not regain compliance during such period, Nasdaq will provide written notice that the Company’s ordinary shares are subject to delisting. In that event, the Company may appeal such determination to a hearing panel.

The Company will make its best efforts to regain compliance with the MVLS Requirement prior to the expiration of the Compliance Period. However, there can be no assurance that the Company will succeed in doing so.

There is no immediate impact on the listing of the Company’s ordinary shares as a result of the matters discussed in this Report on Form 6-K, and the Company’s ordinary shares currently continue to trade in the normal manner on the Nasdaq Capital Market under the symbol “RCT”.

The information contained in this Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-296836).

Forward-Looking Statements

This Report on Form 6-K contains forward-looking statements that involve risks and uncertainties. The risks and uncertainties involved include the Company’s ability to regain compliance with Nasdaq’s rules for continued listing, the concomitant risk that the Company’s shares may be delisted by Nasdaq, 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 Report on Form 6-K. The Company does not intend to revise or update any forward-looking statement in this Report on Form 6-K as a result of new information, future events or otherwise, except as required by law.

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 10, 2026