RedCloud Holdings reaffirms board, auditor and 2025 accounts

RedCloud Holdings plc reported the results of its June 30, 2026 general meeting of shareholders.

Rhea-AI Filing Summary

RedCloud Holdings plc reported the results of its June 30, 2026 general meeting of shareholders. As of the May 22, 2026 record date, 62,038,019 ordinary shares were issued, outstanding, and entitled to vote. A quorum was present with 20,678,527 ordinary shares represented in person or by proxy.

Shareholders approved eight proposals. They reappointed Justin Floyd, Hans Kunz, Nikolaus Senn, Soumaya Hamzaoui, David Bolocan, and Prem Parameswaran as directors, each receiving strong support with only modest votes against and abstentions. PKF Littlejohn LLP was reappointed as the company’s auditor.

Shareholders also approved the company’s annual report and financial statements for the year ended December 31, 2025. All proposals passed by a majority of ordinary shares present or represented at the meeting, confirming the existing board composition, auditor relationship, and previously prepared financial statements.

Insights

Corporate governance analyst

All proposals passed, affirming RedCloud’s current board, auditor, and 2025 financial statements.

The general meeting of RedCloud Holdings plc on June 30, 2026 covered core governance items. Shareholders reappointed six directors, reappointed PKF Littlejohn LLP as auditor, and approved the annual report and financial statements for the year ended December 31, 2025. Voting support was high across proposals, with large "For" majorities and relatively small "Against" and abstention counts.

From a governance perspective, this indicates broad shareholder alignment with the existing board composition, audit arrangements, and reported 2025 financial results. Turnout was 20,678,527 ordinary shares represented out of 62,038,019 outstanding as of the record date, satisfying quorum requirements. The continuity in directors and auditor suggests no immediate structural changes arising from this meeting.

Key Figures

Shares entitled to vote: 62,038,019 ordinary shares Shares represented at meeting: 20,678,527 ordinary shares Votes for reappointment of Justin Floyd: 20,587,797 shares +2 more

5 metrics

Shares entitled to vote 62,038,019 ordinary shares Issued, outstanding and entitled to vote as of the May 22, 2026 record date

Shares represented at meeting 20,678,527 ordinary shares Present or represented by valid proxy at the June 30, 2026 general meeting

Votes for reappointment of Justin Floyd 20,587,797 shares Votes cast in favor of Proposal No. 1 to reappoint Justin Floyd as director

Votes for reappointment of auditor 20,607,523 shares Votes cast in favor of Proposal No. 7 to reappoint PKF Littlejohn LLP as auditor

Votes for adoption of financial statements 20,604,837 shares Votes cast in favor of Proposal No. 8 to approve the 2025 annual report and financial statements

Key Terms

general meeting of shareholders, record date, broker non-vote, ordinary shares

4 terms

general meeting of shareholders regulatory

"completed its general meeting of shareholders (the “General Meeting”)."

A general meeting of shareholders is a scheduled gathering where people who own shares vote on important company decisions—such as electing directors, approving financial reports, deciding dividends, or authorizing major transactions. It matters to investors because the outcomes shape who runs the company, its strategy and payout policy, and can directly influence future profits and the stock’s value; think of it as a homeowners’ association meeting where owners set rules that affect everyone’s property.

record date financial

"As of the record date of May 22, 2026 (the “Record Date”),"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

broker non-vote financial

"ABSTAIN | | BROKER NON-VOTE 20,587,797 | | 56,533 | | 34,197 | | 0"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

ordinary shares financial

"62,038,019 ordinary shares, par value £0.002 per share"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

FAQ

What did RedCloud Holdings plc (RCT) shareholders vote on at the June 30, 2026 meeting?

Shareholders voted on eight proposals, including reappointing six directors, reappointing PKF Littlejohn LLP as auditor, and approving the annual report and financial statements for the year ended December 31, 2025.

How many RedCloud Holdings plc (RCT) shares were entitled to vote at the June 30, 2026 general meeting?

As of the May 22, 2026 record date, 62,038,019 ordinary shares of RedCloud Holdings plc were issued, outstanding, and entitled to vote at the June 30, 2026 general meeting.

What was the quorum for RedCloud Holdings plc (RCT) at the June 30, 2026 general meeting?

A quorum was reached with 20,678,527 ordinary shares present or represented by valid proxy at the June 30, 2026 general meeting, enabling shareholders to vote on all proposals.

Were all RedCloud Holdings plc (RCT) director reappointment proposals approved on June 30, 2026?

Yes. Shareholders approved reappointment of Justin Floyd, Hans Kunz, Nikolaus Senn, Soumaya Hamzaoui, David Bolocan, and Prem Parameswaran as directors by a majority of ordinary shares present or represented.

Did RedCloud Holdings plc (RCT) shareholders approve the 2025 financial statements?

Yes. Shareholders approved the annual report and financial statements for the financial year ended December 31, 2025, with a majority of shares present or represented voting in favor.

Which auditor did RedCloud Holdings plc (RCT) shareholders reappoint in 2026?

Shareholders reappointed PKF Littlejohn LLP as auditor, with the proposal approved by a majority of ordinary shares present or represented at the June 30, 2026 general meeting.

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

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Accepted by SEC EDGAR 07/10/2026 - 04:05 PM Learn about SEC filing dates

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 July 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 ☐

Submission of Matters to a Vote of Security Holders.

On June 30, 2026, RedCloud Holdings plc (the “Company”) completed its general meeting of shareholders (the “General Meeting”). As of the record date of May 22, 2026 (the “Record Date”), 62,038,019 ordinary shares, par value £0.002 per share (the “Ordinary Shares”), were issued and outstanding and entitled to vote at the General Meeting. The number of Ordinary Shares present or represented by valid proxy at the General Meeting was 20,678,527 Ordinary Shares, representing a quorum. The following actions were taken at the General Meeting:

Proposal No. 1: Reappointment of Justin Floyd as a Director

The first proposal was the approval of the reappointment of Justin Floyd as a director to serve on the board of directors of the Company (the “Board of Directors”). The vote on the proposal was as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
20,587,797		56,533		34,197		0

Proposal No. 1 was approved by a majority of Ordinary Shares present in person or by proxy at the General Meeting.

Proposal No. 2: Reappointment of Hans Kunz as a Director

The second proposal was the approval of the reappointment of Hans Kunz as a director to serve on the Board of Directors of the Company. The vote on the proposal was as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
20,589,747		54,583		34,197		0

Proposal No. 2 was approved by a majority of Ordinary Shares present in person or by proxy at the General Meeting.

Proposal No. 3: Reappointment of Nikolaus Senn as a Director

The third proposal was the approval of the reappointment of Nikolaus Senn as a director to serve on the Board of Directors. The vote on the proposal was as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
20,589,947		54,383		34,197		0

Proposal No. 3 was approved by a majority of Ordinary Shares present in person or by proxy at the General Meeting.

Proposal No. 4: Reappointment of Soumaya Hamzaoui as a Director

The fourth proposal was the approval of the reappointment of Soumaya Hamzaoui as a director to serve on the Board of Directors. The vote on the proposal was as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
20,587,993		56,333		34,201		0

Proposal No. 4 was approved by a majority of Ordinary Shares present in person or by proxy at the General Meeting.

Proposal No. 5: Reappointment of David Bolocan as a Director

The fifth proposal was the approval of the reappointment of David Bolocan as a director to serve on the Board of Directors. The vote on the proposal was as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
20,604,481		39,849		34,197		0

Proposal No. 5 was approved by a majority of Ordinary Shares present in person or by proxy at the General Meeting.

Proposal No. 6: Reappointment of Prem Parameswaran as a Director

The sixth proposal was the approval of the reappointment of Prem Parameswaran as a director to serve on the Board of Directors. The vote on the proposal was as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
20,602,927		41,399		34,201		0

Proposal No. 6 was approved by a majority of Ordinary Shares present in person or by proxy at the General Meeting.

Proposal No. 7: Reappointment of Auditor

The seventh proposal was the approval of the reappointment of PKF Littlejohn LLP to serve as the auditor of the Company. The vote on the proposal was as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
20,607,523		36,803		34,201		0

Proposal No. 7 was approved by a majority of Ordinary Shares present in person or by proxy at the General Meeting.

Proposal No. 8: Adoption of Financial Statements

The eighth proposal was the approval of the annual report and financial statements (the “Financial Statements”) of the Company for the financial year ended December 31, 2025. The vote on the proposal was as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
20,604,837		30,443		43,247		0

Proposal No. 8 was approved by a majority of Ordinary Shares present in person or by proxy at the General Meeting.

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: July 10, 2026