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 July 2025
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 ☐
Entry
into a Material Definitive Agreement.
On
July 3, 2025, RedCloud Holdings plc (the “Company”) entered into a securities purchase agreement with certain institutional
and accredited investors, including the Company’s largest current shareholder and a director (the “Purchasers”) to
purchase its ordinary shares, par value £0.002 per ordinary share (the “Ordinary Shares”), and accompanying warrants
(the “Warrants”) at a combined purchase price of $1.50 per Ordinary Share and accompanying Warrants (the “Private Placement”).
The Company received aggregate gross proceeds of $13.5 million before deducting placement agent fees and other private placement expenses.
The Company’s
largest current shareholder and director that participated in the Private Placement have deferred receipt of accompanying Warrants to
purchase an aggregate of 5,294,141 Ordinary Shares until the Company has received shareholder approval for the issuance of the underlying
Ordinary Shares issuable upon exercise of the deferred Warrants, resulting in the immediate issuance of Warrants to purchase 12,705,859
Ordinary Shares at closing.
In
connection with the Private Placement, the Company entered into a Placement Agency Agreement, dated July 3, 2025 (the “Placement
Agency Agreement”) with Roth Capital Partners, LLC (“Roth”) pursuant to which Roth acted as the exclusive placement
agent for the Private Placement.
The
Company also entered into a Registration Rights Agreement, dated July 3, 2025 (the “Registration Rights Agreement”) with
each of the Purchasers pursuant to which the Company has agreed to file a registration statement to register the Ordinary Shares and
accompanying Warrants purchased in the Private Placement.
The
foregoing descriptions of the Warrant, Securities Purchase Agreement, Placement Agency Agreement and Registration Rights Agreement are
qualified in their entirety by reference to the full text of the Form of Warrant, Form of Securities Purchase Agreement, Form Placement
Agency Agreement, and Form of Registration Rights Agreement, copies of which are attached as Exhibit 4.1, Exhibit 10.1, Exhibit 10.2
and Exhibit 10.3 hereto and incorporated herein by reference.
Other
Events.
On
July 3, 2025, the Company issued a press release announcing the pricing of the Private Placement, a copy of which is attached as Exhibit
99.1 to this Current Report on Form 6-K.
Financial
Statements and Exhibits.
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Warrant |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Form of Placement Agency Agreement by and between the Company and Roth Capital Partners, LLC |
| 10.3 |
|
Form of Registration Rights Agreement |
| 99.1 |
|
Press Release, dated July 3, 2025 |
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:
July 9, 2025
