RedCloud signs deal for planned 51%-owned Saudi venture

The planned venture is expected to be incorporated in Saudi Arabia and headquartered in the country's Eastern Province.

Rhea-AI Filing Summary

RedCloud Holdings plc (RCT), through its wholly owned subsidiary RedCloud Technologies Limited (RedCloud UK), and with RedCloud Holdings acting as parent guarantor, entered into a shareholders’ agreement and a platform license and infrastructure usage agreement with Saudi company MJM AlKhaleej L.L.C. to establish a joint venture intended to operate RedAI intelligent trade infrastructure in Saudi Arabia and Bahrain. The proposed ownership split is 51% for RedCloud UK and 49% for MJM.

RedCloud UK will provide dedicated AI infrastructure and make RedAI available to the venture. The licensing agreement has an initial term of 20 years. Aggregate charges are subject to a contractual ceiling of 10% of eligible collected revenue per customer order, as well as approval, eligibility and final payment conditions. The agreement also covers deployment support, hosting, data integration, managed services, integrations and related operational services. Any net profit distributions will be made to RedCloud and MJM under the shareholders’ agreement and applicable law.

Key Figures

RedCloud UK proposed ownership stake: 51% MJM proposed ownership stake: 49% License charge ceiling: 10% of eligible collected revenue per customer order +1 more

4 metrics

RedCloud UK proposed ownership stake 51% Proposed joint venture ownership structure

MJM proposed ownership stake 49% Proposed joint venture ownership structure

License charge ceiling 10% of eligible collected revenue per customer order Subject to approval, eligibility and final payment conditions

Initial licensing agreement term 20 years Initial term

Key Terms

parent guarantor, eligible collected revenue, managed services, intelligent trade infrastructure

4 terms

parent guarantor financial

"in its capacity as parent guarantor"

eligible collected revenue financial

"10% of eligible collected revenue per customer order"

managed services technical

"hosting, data integration, managed services"

Managed services are when a business hires an outside provider to run and maintain a specific ongoing function—commonly IT, cybersecurity, networks, or back-office tasks—under a contract that includes monitoring, updates and problem resolution. For investors this matters because it creates predictable costs and recurring revenue for the provider while reducing operational risk and capital spending for the client, much like hiring a building superintendent to keep systems running so management can focus on growth.

intelligent trade infrastructure technical

"RedAI intelligent trade infrastructure"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is RedCloud's ownership stake in the planned joint venture?

RedCloud UK is to own 51% of the venture, while MJM AlKhaleej L.L.C. is to own 49%. The venture is intended to operate RedAI in Saudi Arabia and Bahrain.

What is the fee cap for RedCloud's license to the planned joint venture?

Aggregate charges are subject to a contractual ceiling of 10% of eligible collected revenue per customer order, along with approval, eligibility and final payment conditions.

What services will RedCloud UK provide to the planned joint venture?

RedCloud UK will provide dedicated AI infrastructure and make RedAI available. The license also covers platform infrastructure, deployment support, hosting, data integration, managed services, integrations and related operational services.

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

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Available on EDGAR 09/30/2026 - 08:15 AM Accepted by SEC EDGAR 09/30/2026 - 08:15 AM 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 September 2026

Commission File Number: 001-42557

RedCloud Holdings plc

(Registrant’s Name)

124 City Road,

London, EC1V 2NX, 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 ☐

Other Events

On September 27, 2026, RedCloud Holdings plc (the “Company”) and its wholly-owned subsidiary, RedCloud Technologies Limited (“RedCloud UK”), together with the Company in its capacity as parent guarantor, entered into a shareholders’ agreement (the “JV Agreement”) and a twenty-year platform license and infrastructure usage agreement (the “Licensing Agreement”) with MJM AlKhaleej L.L.C., a company incorporated under the laws of the Kingdom of Saudi Arabia (“MJM”) and chaired by His Royal Highness Mohammed bin Saud bin Nayef Al Saud, for the purpose of establishing a joint venture that will operate RedCloud’s RedAI intelligent trade infrastructure (“RedAI”), in Saudi Arabia and Bahrain.

The JV Agreement provides for a 51%/49% ownership structure between RedCloud UK and MJM, respectively. The intended joint venture limited liability company is expected to be incorporated in Saudi Arabia and headquartered in the country’s Eastern Province. The JV Agreement is intended to combine RedCloud’s RedAI with MJM’s market access, institutional relationships and localization.

Pursuant to the terms of the Licensing Agreement, RedCloud UK shall provide dedicated AI infrastructure and make RedAI available to the venture, which includes platform infrastructure, deployment support, hosting, data integration, managed services, integrations, and related operational services, for aggregate charges subject to a contractual ceiling of 10% of eligible collected revenue per customer order, together with approval, eligibility and final payment conditions. The Licensing Agreement shall have an initial term of twenty (20) years. Any distribution of net profit from the venture will be made to RedCloud UK and MJM pursuant to the JV Agreement and applicable law.

Incorporation by Reference

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 expected incorporation of the joint venture, the anticipated deployment and commercial performance of RedAI in Saudi Arabia, 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: September 30, 2026