RedCloud holders approve 100-for-1 share consolidation

At the September 25, 2026 record date, 76,908,685 ordinary shares were issued and outstanding and entitled to vote.

Rhea-AI Filing Summary

RedCloud Holdings plc (RCT) shareholders approved a proposal for a 100-for-1 share consolidation at the October 30, 2026 general meeting. A floor amendment proposed changing the ratio from 20-for-1 to 100-for-1. The company stated that the consolidation’s purpose was to regain and maintain compliance with applicable rules for continued listing on the Nasdaq Capital Market.

The proposal received 49,991,020 votes for, 554,128 against, and 10,105 abstentions. Shareholders also approved a revised articles proposal, conditional upon approval of the consolidation, to reflect the increase in ordinary shares’ nominal value; it received 50,085,475 votes for, 418,362 against, and 51,416 abstentions.

Key Figures

Approved share consolidation ratio: 100-for-1 Previously proposed consolidation ratio: 20-for-1 Ordinary shares entitled to vote: 76,908,685 shares +3 more

6 metrics

Approved share consolidation ratio 100-for-1 Proposal No. 1

Previously proposed consolidation ratio 20-for-1 Before the floor amendment proposed at the general meeting

Ordinary shares entitled to vote 76,908,685 shares Issued and outstanding as of September 25, 2026

Ordinary shares present or represented 50,555,253 shares At the October 30, 2026 general meeting; quorum was achieved

Votes for Proposal No. 1 49,991,020 votes Share consolidation proposal

Votes for Proposal No. 2 50,085,475 votes Revised articles proposal

Key Terms

share consolidation, nominal value, quorum, broker non-vote

4 terms

share consolidation technical

"approval of a share consolidation"

Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.

nominal value financial

"increase in nominal value of the Ordinary Shares"

Nominal value is the stated or face amount assigned to a financial instrument — for shares it’s the par value printed on the stock certificate, and for money or returns it can mean the number not adjusted for inflation. Think of it like a price tag on an item versus its buying power: the tag tells you the label, but not how much you can actually buy. Investors care because nominal values affect accounting, legal capital, dividend calculations and comparisons over time when inflation may distort real worth.

quorum technical

"quorum was achieved"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

broker non-vote technical

"BROKER NON-VOTE"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What share consolidation ratio did RedCloud (RCT) shareholders approve?

Shareholders approved a 100-for-1 share consolidation after a floor amendment proposed changing the ratio from 20-for-1. The company stated that the consolidation’s purpose was to regain and maintain compliance with applicable rules for continued listing on the Nasdaq Capital Market.

How many RedCloud (RCT) shares were represented at the general meeting?

50,555,253 ordinary shares were present or represented by valid proxy at the October 30, 2026 general meeting, and quorum was achieved. At the September 25, 2026 record date, 76,908,685 ordinary shares were issued and outstanding and entitled to vote.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/30/2026 - 04:05 PM EDT Accepted by SEC EDGAR 10/30/2026 - 04:05 PM EDT Learn about SEC filing dates

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, 5^th 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 ☐

Submission of Matters to a Vote of Security Holders.

On October 30, 2026, RedCloud Holdings plc (the “Company”) completed its general meeting of shareholders (the “General Meeting”). As of the record date of September 25, 2026 (the “Record Date”), 76,908,685 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 50,555,253 Ordinary Shares, and quorum was achieved. The following actions were taken at the General Meeting:

Proposal No. 1: Share Consolidation

The first proposal was an ordinary resolution for the approval of a share consolidation with the purpose to regain and maintain compliance with the applicable rules for continued listing on the Nasdaq Capital Market. During the meeting, a floor amendment was proposed to increase the consolidation ratio from 20-for-1 to 100-for-1, with the general nature of business described in the meeting notice and purpose of the share consolidation remaining unchanged. The vote on the proposal was as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
49,991,020		554,128		10,105		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: Adoption of New Articles of Association

The second proposal was a special resolution, and conditional upon the approval of Proposal No. 1, for the approval of the revised articles of association of the Company to reflect the increase in nominal value of the Ordinary Shares resulting from the share consolidation. The vote on the proposal was as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
50,085,475		418,362		51,416		0

Proposal No. 2 was approved by more than 75% of Ordinary Shares present in person or by proxy at the General Meeting.

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 30, 2026