RedCloud faces Nasdaq market value deficiency risk

RedCloud Holdings plc reports that Nasdaq has notified the company it is not in compliance with the Nasdaq Capital Market’s minimum market value of listed securities requirement.

Rhea-AI Filing Summary

RedCloud Holdings plc reports that Nasdaq has notified the company it is not in compliance with the Nasdaq Capital Market’s minimum market value of listed securities requirement. Nasdaq rules require a market value of at least $35,000,000 for primary securities, measured over 30 consecutive business days.

Based on trading through August 7, 2026, RedCloud fell below this level and has a 180-day cure period, until February 8, 2027, to regain compliance. To do so, the company’s market value must meet or exceed $35,000,000 for at least 10 consecutive business days during this period. If compliance is not restored, Nasdaq may move to delist the ordinary shares, though RedCloud would have the right to appeal. The shares continue to trade normally on the Nasdaq Capital Market under the symbol RCT at this time.

Positive

• None.

Negative

• Nasdaq non-compliance notice: RedCloud’s market value of listed securities has stayed below $35,000,000 for 30 consecutive business days, triggering a Nasdaq deficiency notice and raising a potential delisting risk if compliance is not regained within the 180-day cure period.

Key Figures

Minimum MVLS Requirement: $35,000,000 Deficiency measurement period: 30 consecutive business days Cure period length: 180 calendar days +2 more

5 metrics

Minimum MVLS Requirement $35,000,000 Nasdaq Listing Rule 5550(b)(2) market value of listed securities threshold

Deficiency measurement period 30 consecutive business days Period over which failure to meet MVLS Requirement is assessed

Cure period length 180 calendar days Compliance period ending February 8, 2027 to regain MVLS compliance

Compliance trading requirement 10 consecutive business days Days MVLS must be at or above $35,000,000 within cure period

Compliance deadline February 8, 2027 End of the 180-day period to regain MVLS compliance

Key Terms

market value of listed securities, Nasdaq Capital Market, cure period, forward-looking statements

4 terms

market value of listed securities financial

"not in compliance with the minimum market value of listed securities set forth"

Market value of listed securities is the market value of the shares a company has listed on an exchange, calculated as the closing bid price multiplied by the number of listed shares. Exchanges use it as a continued-listing standard, so a company that stays under the required minimum receives a deficiency notice and is given a set period to recover before facing delisting.

Nasdaq Capital Market market

"continued listing on the Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

cure period regulatory

"the Company has a cure period of 180 calendar days"

A cure period is a set amount of time given to a borrower, counterparty, or contracting party to fix a missed payment, breach, or other problem before more serious consequences—like penalties, higher interest, or contract termination—kick in. For investors, it matters because it creates a short grace window that can prevent immediate losses and influence the timing and likelihood of recovery; think of it like a few extra days to pay a bill before a service is cut off.

forward-looking statements regulatory

"This Report on Form 6-K contains forward-looking statements that involve risks"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

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

Why did RedCloud Holdings plc (RCT) receive a Nasdaq non-compliance notice?

Nasdaq notified RedCloud (RCT) that it failed to meet the minimum $35,000,000 market value of listed securities requirement for 30 consecutive business days, as required under Nasdaq Listing Rule 5550(b)(2).

What does RedCloud (RCT) need to do to regain Nasdaq compliance?

To regain compliance, RedCloud’s market value of listed securities must be at least $35,000,000 for 10 consecutive business days during the 180-day compliance period ending February 8, 2027.

How long does RedCloud (RCT) have to fix the Nasdaq MVLS deficiency?

RedCloud has a 180 calendar day compliance period, until February 8, 2027, to restore its market value of listed securities to at least $35,000,000 for the required 10 consecutive business days.

What happens if RedCloud (RCT) does not regain Nasdaq compliance by February 8, 2027?

If RedCloud does not regain compliance by February 8, 2027, Nasdaq may issue a written notice that its ordinary shares are subject to delisting, though the company could appeal to a hearing panel.

Is RedCloud’s (RCT) stock still trading normally on Nasdaq after the notice?

Yes. RedCloud states there is no immediate impact on its listing, and its ordinary shares continue to trade in the normal manner on the Nasdaq Capital Market under the symbol RCT.

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

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 08/10/2026 - 05:01 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 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 ☐

On August 10, 2026, RedCloud Holdings plc (the “Company”) received written notification (the “Notification Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with the minimum market value of listed securities set forth in Nasdaq’s rules for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(2) requires primary securities listed on the Nasdaq Capital Market to maintain a minimum market value of listed securities of $35,000,000 (the “MVLS Requirement”), and Listing Rule 5810(c)(3)(C) provides that a failure to meet the MVLS Requirement exists if a deficiency under Rule 5550(b)(2) continues for a period of 30 consecutive business days. Based on the market value of the Company’s listed securities for a period of 30 consecutive business days prior to and including August 7, 2026, the Company is not in compliance with the MVLS Requirement.

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has a cure period of 180 calendar days, or until February 8, 2027 (the “Compliance Period”), to regain compliance with the MVLS Requirement. To regain compliance, the market value of the Company’s listed securities must meet or exceed $35,000,000 for at least 10 consecutive business days during the Compliance Period. If the Company does not regain compliance during such period, Nasdaq will provide written notice that the Company’s ordinary shares are subject to delisting. In that event, the Company may appeal such determination to a hearing panel.

The Company will make its best efforts to regain compliance with the MVLS Requirement prior to the expiration of the Compliance Period. However, there can be no assurance that the Company will succeed in doing so.

There is no immediate impact on the listing of the Company’s ordinary shares as a result of the matters discussed in this Report on Form 6-K, and the Company’s ordinary shares currently continue to trade in the normal manner on the Nasdaq Capital Market under the symbol “RCT”.

The information contained in this Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-296836).

Forward-Looking Statements

This Report on Form 6-K contains forward-looking statements that involve risks and uncertainties. The risks and uncertainties involved include the Company’s ability to regain compliance with Nasdaq’s rules for continued listing, the concomitant risk that the Company’s shares may be delisted by Nasdaq, 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 Report on Form 6-K. The Company does not intend to revise or update any forward-looking statement in this Report on Form 6-K as a result of new information, future events or otherwise, except as required by law.

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 10, 2026