RedCloud (NASDAQ: RCT) inks $120M, 20-year India RedAI infrastructure deal

Rhea-AI Filing Summary

RedCloud Holdings plc has entered a joint venture and a twenty-year platform license and infrastructure usage agreement with Dheer Marketing India to deploy its RedAI infrastructure across India, its first market in Asia. The joint venture will be owned 51% by RedCloud and 49% by Dheer Marketing and is expected to operate as RedCloud India Private Limited, headquartered in New Delhi.

Under the Licensing Agreement, RedCloud will provide its RedAI infrastructure, including hosting, integrations, operations, cybersecurity, maintenance and related services, at a committed annual value of $6,000,000 per year for twenty years, implying a total infrastructure commitment value of up to $120,000,000, predicated on revenues generated in India. Any revenues above the annual commitment and related obligations will be shared between RedCloud and Dheer Marketing under the joint venture terms.

Insights

Global expansion and partnerships analyst

RedCloud secures a long-term India JV to monetize its RedAI platform.

RedCloud Holdings is combining its RedAI intelligent trade infrastructure with Dheer Marketing’s Indian distribution network through a joint venture that it will majority-own at 51%. The partnership targets fast moving consumer goods, footwear, apparel and other consumer goods across India.

The twenty-year Licensing Agreement commits RedCloud to provide RedAI infrastructure at an annual value of $6,000,000, for a potential total of up to $120,000,000 over the term, predicated on revenues from Indian deployment. This embeds RedCloud’s technology deeply into a large market and creates a long-dated monetization framework.

Revenues beyond the annual commitment and other obligations will be distributed between RedCloud and Dheer Marketing under the joint venture agreement. Future disclosures in company filings may clarify rollout pace, revenue ramp and capital needs for RedCloud India Private Limited.

Key Figures

JV ownership split: 51% / 49% Annual RedAI commitment: $6,000,000 per year Total potential infrastructure commitment: $120,000,000 +2 more

5 metrics

JV ownership split 51% / 49% Ownership of RedCloud India Private Limited between RedCloud and Dheer Marketing

Annual RedAI commitment $6,000,000 per year Committed annual value of RedAI infrastructure under Licensing Agreement

Total potential infrastructure commitment $120,000,000 Twenty-year term, predicated on revenues generated in India

License term 20 years Initial term of the platform license and infrastructure usage agreement

Geographic scope India First Asian market for RedCloud’s RedAI deployment

Key Terms

joint venture agreement, twenty-year platform license and infrastructure usage agreement, RedAI infrastructure, RAID (Realtime AI for Distribution), +1 more

5 terms

joint venture agreement financial

"announced the entry into a joint venture agreement (the “JV Agreement”)"

A joint venture agreement is a legally binding contract where two or more parties combine resources to run a specific business project or entity, spelling out who contributes what, how decisions are made, how profits and losses are shared, and how the venture can end. Investors care because the agreement determines control, financial exposure, potential returns, and exit options—much like a clear housemate contract that prevents disputes over money, chores, and belongings.

twenty-year platform license and infrastructure usage agreement financial

"a twenty-year platform license and infrastructure usage agreement (the “Licensing Agreement”)"

RedAI infrastructure technical

"to deploy its RedAI infrastructure, powered by its RAID (Realtime AI for Distribution) intelligence engine"

RAID (Realtime AI for Distribution) technical

"powered by its RAID (Realtime AI for Distribution) intelligence engine"

Annual Commitment financial

"at a committed annual value of $6,000,000 per year (the “Annual Commitment”)"

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 06/25/2026 - 05:07 PM Accepted by SEC EDGAR 06/25/2026 - 05:07 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 June 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 ☐

Other Events.

On June 24, 2026, RedCloud Holdings plc (the “Company”) announced the entry into a joint venture agreement (the “JV Agreement”) and a twenty-year platform license and infrastructure usage agreement (the “Licensing Agreement”) with Dheer Marketing India, a company incorporated under the laws of the Republic of India (“Dheer Marketing”), to deploy its RedAI infrastructure, powered by its RAID (Realtime AI for Distribution) intelligence engine (“RedAI”), across India, the Company’s first market in Asia.

The JV Agreement provides for a 51%/49% ownership structure between the Company and Dheer Marketing, respectively, of the intended joint venture entity that is expected to be incorporated in India as RedCloud India Private Limited, and headquartered in New Delhi, India. The JV Agreement is intended to combine the Company’s intelligent trade infrastructure, RedAI, with Dheer Marketing’s Indian distribution network, which includes fast moving consumer goods (“FMCG”) as well as footwear, apparel and other consumer goods.

Pursuant to the terms of the Licensing Agreement, the Company shall allocate and make available to Dheer Marketing RedAI, which includes hosting capacity, integrations, operational systems, cybersecurity, maintenance and related services, at a committed annual value of $6,000,000 per year (the “Annual Commitment”). The Annual Commitment shall apply for an initial term of twenty (20) years, providing for a total commitment infrastructure value of up to $120,000,000, predicated on revenues generated by the deployment of RedAI across India. Revenues generated in excess of the Annual Commitment and other obligations under the License Agreement, shall be distributed to RedCloud and Dheer Marketing pursuant to the JV Agreement.

2

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: June 25, 2026

3

FAQ

What joint venture did RedCloud Holdings (RCT) announce in India?

RedCloud Holdings announced a joint venture with Dheer Marketing India to deploy its RedAI intelligent trade infrastructure across India. The new entity, RedCloud India Private Limited, will be headquartered in New Delhi and focus on FMCG, footwear, apparel and other consumer goods.

What is the ownership structure of RedCloud’s new India joint venture?

The joint venture between RedCloud Holdings and Dheer Marketing India will have a 51%/49% ownership split in favor of RedCloud. This majority ownership gives RedCloud strategic control while leveraging Dheer Marketing’s established Indian distribution network across multiple consumer categories.

How large is the RedCloud (RCT) RedAI licensing commitment in India?

RedCloud agreed to provide its RedAI infrastructure to Dheer Marketing at a committed annual value of $6,000,000 for twenty years. This translates into a potential total infrastructure commitment of up to $120,000,000, predicated on revenues generated from RedAI’s deployment across India.

How long is RedCloud’s Licensing Agreement with Dheer Marketing India?

The Licensing Agreement between RedCloud Holdings and Dheer Marketing India runs for an initial term of twenty years. Over this period, RedCloud will supply RedAI hosting, integrations, operations, cybersecurity, maintenance and related services to support the joint venture’s activities in India.

How will revenues be shared in RedCloud’s India joint venture?

Revenues first cover the $6,000,000 annual commitment and other obligations under the Licensing Agreement. Any revenues generated above that level will be distributed between RedCloud and Dheer Marketing according to the joint venture agreement, aligning both parties’ incentives on growth.

Is India RedCloud Holdings’ first market in Asia for RedAI?

Yes. The agreements with Dheer Marketing India make India the first Asian market where RedCloud deploys its RedAI intelligent trade infrastructure. The partnership aims to apply RedAI across Indian FMCG, footwear, apparel and broader consumer goods distribution channels.