[6-K] RedCloud Holdings plc Current Report (Foreign Issuer)

Rhea-AI Filing Summary

RedCloud Holdings plc has amended the terms of its senior convertible notes held by institutional investors. The aggregate principal amount of the notes was increased from $4,347,826.08 to $4,987,489, and the conversion price was reduced to $0.57 per ordinary share under an amendment and waiver agreement dated June 15, 2026. These notes remain convertible into RedCloud’s ordinary shares in accordance with their updated terms.

Insights

Capital structure and credit analyst

RedCloud revises convertible note terms, raising principal and lowering conversion price.

RedCloud Holdings plc renegotiated its senior convertible notes with institutional investors, increasing the aggregate principal to $4,987,489 and cutting the conversion price to $0.57 per ordinary share. This follows original notes totaling $4,347,826.08.

The amendment and waiver agreement suggests investors agreed to revised economics in exchange for waivers on existing terms. A lower conversion price typically makes equity conversion more likely, which can affect ownership mix if conversions occur.

Actual impact depends on how many noteholders choose to convert at the new price versus holding to maturity or seeking other outcomes. Future company disclosures may provide further clarity on conversions and any resulting changes in share count.

Key Figures

Original note principal: $4,347,826.08 Revised note principal: $4,987,489 Conversion price: $0.57 per ordinary share +1 more

4 metrics

Original note principal $4,347,826.08 Aggregate principal amount of senior convertible notes at issuance

Revised note principal $4,987,489 Aggregate principal amount after June 15, 2026 amendment

Conversion price $0.57 per ordinary share Revised conversion price for the senior convertible notes

Form type Form 6-K Report of foreign private issuer under Exchange Act

Key Terms

senior convertible notes, securities purchase agreements, conversion price, amendment and waiver agreement

4 terms

senior convertible notes financial

"the Company issued and sold senior convertible notes in the aggregate principal amount"

A senior convertible note is a loan a company issues that ranks near the top of payment priority and can be exchanged for the company’s stock under preset terms. Think of it as an IOU that promises interest payments and first dibs on repayments if assets are liquidated, but also gives the lender the option to become an owner later; investors watch these for repayment safety, interest income, and potential stock dilution.

securities purchase agreements financial

"entered into securities purchase agreements (the “Note Purchase Agreements”) with certain institutional investors"

A securities purchase agreement is a legal contract that spells out the terms when a company sells stocks, bonds, or other investment instruments to buyers. It lays out price, how many securities change hands, any promises or protections for each side, and when the sale is completed—like a detailed sales contract for investments. Investors care because it determines ownership stakes, potential dilution, rights attached to the securities, and conditions that affect the company’s future value.

conversion price financial

"a reduction of the conversion price to $0.57 per ordinary share"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

amendment and waiver agreement financial

"entered into an amendment and waiver agreement (the “Waiver Agreement”) with the holders of the Notes"

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

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 ☐

As previously disclosed, on February 26, 2026, RedCloud Holdings plc (the “Company”) entered into securities purchase agreements (the “Note Purchase Agreements”) with certain institutional investors (the “Investors”), pursuant to which the Company issued and sold senior convertible notes in the aggregate principal amount of $4,347,826.08 (the “Notes”). The Notes are convertible into ordinary shares of the Company in accordance with their terms.

On June 15, 2026, in exchange for certain waivers, the Company entered into an amendment and waiver agreement (the “Waiver Agreement”) with the holders of the Notes. Pursuant to the Waiver Agreement, the parties agreed to amend certain terms of the Notes, including an adjustment of the aggregate principal amount to $4,987,489 and a reduction of the conversion price to $0.57 per ordinary share.

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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 16, 2026

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