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 August 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 ☐
Sale of Ordinary Shares to Insiders
On August 27, 2026, RedCloud Holdings plc (the “Company”)
agreed to sell 7,200,000 of its unregistered ordinary shares to Company insiders at a price per share of $0.25, representing approximately
a 24% premium to the closing price of the Company’s ordinary shares on August 26, 2026, in a private placement (the “Offering”).
Gross proceeds from the Offering are expected to be approximately $1.8 million. The Company expects to complete the Offering on or about
August 27, 2026.
Christina Byland, the largest shareholder of the Company,
purchased 4,700,000 of such ordinary shares, and Dr. Nikolaus Senn, a shareholder and member of the Company’s Board of Directors,
purchased 2,500,000 ordinary shares.
The offer and sale of the ordinary shares described
above, will be made in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the “Securities
Act”), pursuant to Section 4(a)(2) thereof.
On August 27, 2026, the Company issued a press release
disclosing the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K.
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 Form 6-K contains forward-looking statements
that involve risks and uncertainties. The risks and uncertainties involved include the completion and size of the Offering, market and
business conditions, 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 Form 6-K. The Company does not intend to revise
or update any forward-looking statement in this 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 August 27, 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:
August 27, 2026
Exhibit
99.1
RedCloud
Announces Purchases of Shares by Insiders in Private Placement
London,
UK — August 27, 2026 (GLOBE NEWSWIRE) — RedCloud Holdings plc (the “Company” or “RedCloud”) (Nasdaq:
RCT) today announced that it has agreed to sell 7,200,000 of its unregistered ordinary shares to Company insiders in a private placement
at a price per share of $0.25, representing approximately a 24% premium to the closing price of the Company’s ordinary shares on
August 26, 2026. Gross proceeds are expected to be approximately $1.8 million. The Company expects to complete the issuance on or about
August 27, 2026.
Christina
Byland, the largest shareholder of the Company, purchased 4.7 million ordinary shares, and Dr. Nikolaus Senn, a shareholder and member
of the Company’s Board of Directors, purchased an additional 2.5 million ordinary shares.
Justin
Floyd, CEO of RedCloud, said, “This transaction solidifies a long-standing vote-of-confidence in our vision coming from our largest
shareholders. We believe all supply chains eventually will run on predictive AI, and our goal is to build that transformational infrastructure
for global trade.”
The
ordinary shares to be issued in connection with the private placement described above are being offered in a private placement and have
not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other applicable
jurisdictions’ securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption
from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws.
This
news release does not constitute an offer to sell or the solicitation of an offer to buy the ordinary shares described herein, nor shall
there be any sale of these ordinary shares in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful
prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About
RedCloud Holdings plc
RedCloud’s
mission is to build the intelligence infrastructure of global trade, through generation and aggregation of proprietary trading and market
data from across the FMCG industry through its RedAI infrastructure and associated products (“RedAI”). RedCloud provides
market intelligence based on proprietary trading data across categories in each of its markets. The Company also delivers a trading infrastructure
and related products for use by its customers, to enable intelligent digital exchange of everyday consumer supplies of FMCG products
across business supply chains, supported by a payments and lending ecosystem intended to streamline trade.
RedCloud
is a British company registered in London, co-founded by serial entrepreneur Justin Floyd and Soumaya Hamzaoui. 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
generally relate to future events or our future financial or operating performance. 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, the size and completion of the private placement
with Company insiders, all supply chains running on predictive AI, the Company’s ability to build a transformational infrastructure
for global trade and whether such infrastructure will successfully provide value to all supply chains. 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 SEC. RedCloud undertakes no obligation and does not intend to update these forward-looking
statements to reflect events or circumstances occurring after this press release.
Contacts
Investor
Relations
investor.relations@redcloudtechnology.com
Media
Relations
media@redcloudtechnology.com
