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 October 2026
Commission
File Number: 001-42557
RedCloud
Holdings plc
(Registrant’s
Name)
167-169
Great Portland Street, 5th Floor,
London,
W1W 5PF, 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
February 27, 2026, RedCloud Holdings plc (the “Company”) entered into two substantially similar financing arrangements with
3i, LP and Alto Opportunity Master Fund SPC (each, an “Investor”). Each Investor acquired a senior convertible note issued
by the Company (each, a “Senior Convertible Note” and, together the “Senior Convertible Notes”)
with an original face amount of $2,173,913 for cash proceeds of $2.0 million, resulting in aggregate cash proceeds of $4.0 million.
On
June 16, 2026, the Company entered into amendments and waivers relating to both Senior Convertible Notes (the “Amendments”).
Among other changes, the Amendments reduced the conversion price from $1.30 to $0.57, revised the contractual principal balances
and waived specified registration-related defaults and associated claims. The net effect of the Amendments was to increase the
outstanding principal balances by $1,833,328.
On
October 26, 2026, following contractual repayments, certain conversions at the election of the holders, as well as a mutual agreement
for an early redemption, the Company fully repaid the outstanding amounts under the Senior Convertible Notes using proceeds from a non-dilutive
shareholder loan. Following repayment, the Senior Convertible Notes have been fully satisfied and extinguished and the Company plans
to deregister the unsold ordinary shares under the applicable registration statement.
On
October 26, 2026, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 to this Report on Form 6-K.
Incorporation
by Reference
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
Report on Form 6-K contains forward-looking statements that involve risks and uncertainties. The risks and uncertainties involved include
plans to deregister the unsold ordinary shares under the applicable registration statement 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.
Exhibit
Index
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated October 26, 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:
October 27, 2026
Exhibit 99.1
RedCloud
Repays All Convertible Notes In Full
Following
repayment, there are no convertible notes outstanding and RedCloud intends to deregister the unsold ordinary shares under the applicable
registration statement to extinguish the related resale overhang.
LONDON,
October 26, 2026 (GLOBE NEWSWIRE) — RedCloud Holdings plc (Nasdaq: RCT) (“RedCloud” or the “Company”),
which is building the AI prediction infrastructure for global FMCG trade, today announced that it has fully repaid the outstanding amounts
under the senior convertible notes issued in February 2026 (the “Senior Convertible Notes”) using proceeds from a non-dilutive
shareholder loan. Following repayment, the Senior Convertible Notes have been fully satisfied and extinguished and the Company plans
to deregister the unsold ordinary shares under the applicable registration statement.
David
Sturgeon, Chief Financial Officer of RedCloud, said: “Repaying the Senior Convertible Notes in full strengthens the Company’s
capital structure and removes the potential dilution from these instruments. We appreciate the support from our largest shareholder to
complete the transaction. Now that we are also implementing steps to reduce our operating cost base, the Company can move forward with
a cleaner capital structure.”
About
RedCloud
RedCloud
Holdings plc (Nasdaq: RCT) builds AI infrastructure for the prediction of FMCG trade. More than $8.4 billion of FMCG transactions have
passed through its infrastructure between early 2023 and June 2026, across more than 100,000 customers and 6,700 brands. RedCloud uses
this proprietary transaction data to develop RAID (Real-time AI for Distribution), its prediction model for distribution, and deploys
its infrastructure and associated products (“RedAI”) either directly or through joint ventures with partners who fund and
operate local markets.
RedCloud
is a British company registered in London. Justin Floyd is its Founder and Chief Executive Officer. 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
include, without limitation, statements regarding the expected improvement in the Company’s capital structure. 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, plans to deregister unsold
ordinary shares or implementation of steps to reduce the Company’s operating cost base. 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 Securities and Exchange Commission. RedCloud undertakes no obligation to update or revise
these forward-looking statements except as required by law.
Contacts
Investor
Relations
investor.relations@redcloudtechnology.com
Media
Relations
media@redcloudtechnology.com
