RedCloud swaps $7.93M in insider debt for shares

The subscription price settled financial liabilities owed to participating insiders, and RedCloud said those liabilities were fully discharged at closing.

Rhea-AI Filing Summary

RedCloud Holdings plc (RCT) completed a private placement of 31.7 million ordinary shares at $0.25 per share, for an aggregate subscription price of $7,925,000. The subscription price was paid by offsetting financial liabilities owed to participating insiders; those liabilities were fully satisfied and irrevocably discharged when the offering closed on October 28, 2026. The $0.25 price represented a premium of approximately 281% to the October 27, 2026 closing price.

Christina Byland, the company's largest shareholder, purchased 30.0 million shares, and Dr. Nikolaus Senn, a shareholder and member of the board, purchased 1.7 million. The offer and sale relied on the Securities Act registration exemption under Section 4(a)(2).

Filing Explained

The offering closed with 31.7 million ordinary shares sold, increasing RedCloud’s share count and reducing existing holders’ percentage ownership absent offsetting changes.

Key Figures

Ordinary shares issued: 31.7 million shares Subscription price per share: $0.25 per share Aggregate subscription price: $7,925,000 +3 more

6 metrics

Ordinary shares issued 31.7 million shares Private placement closed October 28, 2026

Subscription price per share $0.25 per share Private placement

Aggregate subscription price $7,925,000 Paid by offsetting financial liabilities owed to participating insiders

Premium to closing price Approximately 281% Compared with the October 27, 2026 closing price

Shares purchased by Christina Byland 30.0 million ordinary shares Christina Byland is the company's largest shareholder

Shares purchased by Dr. Nikolaus Senn 1.7 million ordinary shares Dr. Nikolaus Senn is a shareholder and member of the board

Key Terms

private placement, set-off agreements, Section 4(a)(2)

3 terms

private placement financial

"in a private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

set-off agreements financial

"subscription agreements and set-off agreements"

A contractual arrangement that lets two parties combine what they owe each other and treat the difference as the single amount payable, so one party may deduct (set off) its debt to the other against what the other owes it. Set-off agreements can be mutual or one-sided, can apply while contracts are active or after default/insolvency (often via close-out netting), and their scope and enforceability depend on the contract language and applicable law—statutes or insolvency rules can limit or override a contractual right of set-off.

Section 4(a)(2) regulatory

"pursuant to Section 4(a)(2) thereof"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

FAQ

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

How many RCT shares were issued, and at what price?

RedCloud issued and sold 31.7 million ordinary shares at $0.25 per share, for an aggregate subscription price of $7,925,000. The placement closed October 28, 2026.

Who bought shares in RCT's private placement?

Christina Byland, RedCloud's largest shareholder, purchased 30.0 million ordinary shares, while Dr. Nikolaus Senn, a shareholder and member of the board, purchased 1.7 million ordinary shares. The placement closed October 28, 2026.

What exemption did RCT use for the private placement?

The offer and sale relied on an exemption from registration under the Securities Act pursuant to Section 4(a)(2).

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

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

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Available on EDGAR 10/28/2026 - 04:06 PM EDT Accepted by SEC EDGAR 10/28/2026 - 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 ☐

Share Issuance to RedCloud Insiders to Off-set Financial Liabilities

On October 28, 2026, RedCloud Holdings plc (the “Company” or “RedCloud”) entered into subscription agreements and set-off agreements with Company insiders, pursuant to which the Company agreed to issue and sell 31.7 million ordinary shares of the Company, par value £0.002 per share (the “Subscribed Shares”) at a subscription price per share of $0.25, representing a premium of approximately 281% to the closing price of the Company’s ordinary shares on October 27, 2026, for an aggregate subscription price of $7,925,000 in a private placement (the “Offering”).

The aggregate subscription price was paid to the Company by offsetting financial liabilities of the Company owed to such Company insiders. The Offering closed on October 28, 2026, upon such time the financial liabilities of the Company were fully satisfied and irrevocably discharged.

Christina Byland, the largest shareholder of the Company, purchased 30.0 million ordinary shares, and Dr. Nikolaus Senn, a shareholder and member of the Company’s Board of Directors, purchased an additional 1.7 million ordinary shares.

The offer and sale of the Subscribed Shares described above, were 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. Neither this Report on Form 6-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy ordinary shares or other securities of the Company.

On October 28, 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 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 October 28, 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: October 28, 2026

Exhibit 99.1

RedCloud Announces Issuance of Shares to Insiders in Private Placement at Price per Share of $0.25 for Aggregate Subscription Price of $7.9 million

London, October 28, 2026 (GLOBE NEWSWIRE) — RedCloud Holdings plc (the “Company” or “RedCloud”) (Nasdaq: RCT) today announced that it has entered into subscription agreements and set-off agreements with Company insiders pursuant to which the Company agreed to issue and sell 31.7 million of its unregistered ordinary shares in a private placement at a price per share of $0.25, representing a premium of approximately 281% to the closing price of the Company’s ordinary shares on October 27, 2026, for an aggregate subscription price of $7,925,000. The aggregate subscription price will be paid to the Company by offsetting financial liabilities of the Company owed to such Company insiders. The Company expects to complete the issuance on or about October 28, 2026.

Christina Byland, the largest shareholder of the Company, purchased 30.0 million ordinary shares, and Dr. Nikolaus Senn, a shareholder and member of the Company’s Board of Directors, purchased an additional 1.7 million ordinary shares.

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 Holdings plc (Nasdaq: RCT) builds AI infrastructure for the prediction of FMCG trade. More than $8.4 billion of FMCG transactions have passed through its infrastructure between early 2023 and June 2026, across more than 100,000 customers and 6,700 brands. RedCloud uses this proprietary transaction data to develop RAID (Real-time AI for Distribution), its prediction model for distribution, and deploys its infrastructure and associated products (“RedAI”) either directly or through joint ventures with partners who fund and operate local markets.

RedCloud is a British company registered in London. Justin Floyd is its Founder and Chief Executive Officer. 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 and the off-setting of financial liabilities owed by the Company to the Company insiders. 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

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 11.7 KB