RedCloud Holdings (RCT) OKs larger board and broad new share issuance authority

Rhea-AI Filing Summary

RedCloud Holdings plc reports that shareholders approved all three proposals at a recent general meeting. As of the February 6, 2026 record date, 55,606,812 ordinary shares were outstanding, with 42,673,967 shares represented at the meeting, constituting a quorum.

Shareholders authorized the board to allot ordinary shares and grant rights to subscribe for or convert into ordinary shares up to an aggregate nominal amount of £2,000,000. This authority runs until April 1, 2031, allowing the company to make offers or agreements before expiry and issue shares under those arrangements afterward.

Investors also approved increasing the board size to a minimum of two and a maximum of eleven directors. In addition, shareholders empowered the board, pursuant to Section 570 of the Companies Act 2006, to allot equity securities for cash under the new authority without being subject to statutory or Articles-based pre-emption rights. Each proposal passed by a large majority of votes cast.

Insights

Corporate governance analyst

RedCloud shareholders approved sizable share issuance powers and extra board capacity.

RedCloud Holdings plc received strong shareholder support to authorize its board to allot ordinary shares and related rights up to an aggregate nominal amount of £2,000,000, with authority lasting until April 1, 2031. All three resolutions attracted over 42 million votes in favor, far outweighing opposition.

The meeting also raised the maximum board size to eleven directors, giving flexibility to add new members. Separately, shareholders empowered the board under Section 570 of the Companies Act 2006 to issue equity securities for cash under the new authority without being subject to statutory or Articles-based pre-emption rights, subject to the limits of Proposal No. 1.

These approvals collectively provide significant flexibility for future equity issuances and board composition changes. The actual impact on existing holders will depend on how much of the authorized capacity the company ultimately uses and for what purposes, which would be reflected in future corporate actions.

Key Figures

Shares outstanding on record date: 55,606,812 ordinary shares Shares represented at meeting: 42,673,967 ordinary shares Share allotment authority: £2,000,000 aggregate nominal amount +5 more

8 metrics

Shares outstanding on record date 55,606,812 ordinary shares Issued, outstanding, and entitled to vote as of February 6, 2026

Shares represented at meeting 42,673,967 ordinary shares Present or by proxy at the general meeting, forming a quorum

Share allotment authority £2,000,000 aggregate nominal amount Maximum nominal amount of ordinary shares and related rights authorized

Authority expiry date April 1, 2031 Expiration of share allotment authority unless renewed, varied, or revoked

Maximum board size 11 directors New maximum number of directors approved for the board

Proposal 1 support 42,340,000 for; 319,655 against Votes on authority to allot shares at the general meeting

Proposal 2 support 42,456,613 for; 202,261 against Votes on increasing maximum number of directors

Proposal 3 support 42,325,442 for; 322,564 against Votes on disapplication of pre-emption rights

Key Terms

general meeting of shareholders, pre-emption rights, Section 570 of the Companies Act 2006, equity securities, +1 more

5 terms

general meeting of shareholders financial

"On April 1, 2026, RedCloud Holdings plc ... completed its general meeting of shareholders"

pre-emption rights regulatory

"to allot equity securities wholly for cash ... without being subject to Section 561 ... and any rights of pre-emption"

A shareholder’s right to be offered new shares before they are sold to outsiders, allowing existing owners to buy enough to keep their ownership percentage. Think of it like being offered the first slice of a pie so your share doesn’t shrink; it matters to investors because it protects voting power and economic value from being diluted when a company issues more stock, and it can affect how easy or costly fundraising is.

Section 570 of the Companies Act 2006 regulatory

"the approval of the empowerment of the Board of Directors pursuant to Section 570 of the Companies Act 2006"

equity securities financial

"to allot equity securities wholly for cash, under the allotment authority provided under Proposal No.1"

Equity securities are financial instruments that represent ownership shares in a company, like owning a slice of a pie that gives you a claim on its assets and future profits. They matter to investors because ownership can provide returns through price appreciation and occasional profit distributions, and may include voting power to influence company decisions, so their value reflects the firm’s performance and investor expectations.

Board of Directors financial

"the increase of the maximum number of directors on the Board of Directors to eleven directors"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

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 April 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 ☐

Submission of Matters to a Vote of Security Holders.

On April 1, 2026, RedCloud Holdings plc (the “Company”) completed its general meeting of shareholders (the “General Meeting”). As of the record date of February 6, 2026 (the “Record Date”), 55,606,812 ordinary shares, par value £0.002 per share (the “Ordinary Shares”), were issued and outstanding and entitled to vote at the General Meeting. The number of Ordinary Shares present or represented by valid proxy at the General Meeting was 42,673,967 Ordinary Shares, representing a quorum. The following actions were taken at the General Meeting:

Proposal No. 1: Authority to Allot Shares

The first proposal was the approval of the authorization of the board of directors of the Company (the “Board of Directors”) to generally and unconditionally allot Ordinary Shares and to grant rights to subscribe for, or convert any security into, Ordinary Shares up to an aggregate nominal amount of £2,000,000. Unless renewed, varied or revoked by the Company, shall expire on April 1, 2031, provided that the Company may, before such expiry, make offers or agreements which would or might require Ordinary Shares to be allotted or rights to subscribe for, or convert securities into, Ordinary Shares to be granted and the Board of Directors may allot Ordinary Shares or grant rights to subscribe for, or convert securities into, Ordinary Shares in pursuance of such offer or agreement notwithstanding that the authority conferred has expired. The vote on the proposal was as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
42,340,000		319,655		14,312		0

Proposal No. 1 was approved by a majority of Ordinary Shares present in person or by proxy at the General Meeting.

Proposal No. 2: Increase of Maximum Number of Directors on the Board of Directors

The second proposal was the approval of the increase of the maximum number of directors on the Board of Directors to eleven directors, providing for a minimum of two and maximum of eleven directors. The vote on the proposal was as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
42,456,613		202,261		15,093		0

Proposal No. 2 was approved by a majority of Ordinary Shares present in person or by proxy at the General Meeting.

Proposal No. 3: Disapplication of Pre-emption Rights

The third proposal, subject to the approval of Proposal No. 1, was the approval of the empowerment of the Board of Directors pursuant to Section 570 of the Companies Act 2006 to allot equity securities wholly for cash, under the allotment authority provided under Proposal No.1, without being subject to Section 561 of the Companies Act 2006 and any rights of pre-emption contained in the Company’s Articles of Association. The vote on the proposal was as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
42,325,442		322,564		25,961		0

Proposal No. 3 was approved by a majority of Ordinary Shares present in person or by proxy at the General Meeting.

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: April 10, 2026

3

FAQ

What did RedCloud Holdings plc (RCT) shareholders approve at the April 2026 meeting?

Shareholders approved three proposals: a broad authority to allot ordinary shares and related rights, an increase in the maximum board size to eleven directors, and the disapplication of pre-emption rights for cash equity issuances under the new share allotment authority.

How many RedCloud (RCT) shares were eligible and present for the general meeting vote?

As of the February 6, 2026 record date, 55,606,812 ordinary shares were issued, outstanding, and entitled to vote. At the general meeting, 42,673,967 ordinary shares were present or represented by valid proxy, which the company notes was sufficient to constitute a quorum.

What is the size and duration of RedCloud’s new share allotment authority?

Shareholders authorized the board to allot ordinary shares and grant subscription or conversion rights up to an aggregate nominal amount of £2,000,000. Unless renewed, varied, or revoked, this authority expires on April 1, 2031, though agreements made before expiry can still be fulfilled afterward.

How did RedCloud (RCT) change the structure of its board of directors?

Shareholders approved increasing the board size range to a minimum of two and a maximum of eleven directors. This change, adopted at the general meeting, gives the company greater flexibility to add directors over time without needing further shareholder approval for each size adjustment.

What did RedCloud Holdings plc decide about pre-emption rights on new equity issues?

Subject to approval of the share allotment authority, shareholders empowered the board under Section 570 of the Companies Act 2006 to allot equity securities wholly for cash without being subject to Section 561 pre-emption rules or pre-emption rights in the Articles, within the limits of Proposal No. 1.

How strong was support for RedCloud’s three proposals at the general meeting?

Each proposal passed by a clear majority of ordinary shares present or represented by proxy. For example, Proposal No. 1 received 42,340,000 votes for versus 319,655 against, while Proposals No. 2 and 3 saw similarly lopsided results with minimal opposition and few abstentions reported.