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, 5th 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 ☐
Other
Events
There
is no immediate impact on the listing of the ordinary shares of RedCloud Holdings plc (the “Company”) as a result of the
matters discussed in this Form 6-K, and the Company’s ordinary shares continue to trade in the normal manner on the Nasdaq Capital
Market under the symbol “RCT”.
As
previously disclosed, the Company received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company
that it failed to comply with the $1.00 minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price
Requirement”) for continued listing on the Nasdaq Capital Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company
was initially provided with 180 calendar days, or until October 12, 2026, to regain compliance with the Minimum Bid Price Requirement.
On
October 13, 2026, the Company received a determination letter (the “Determination Letter”) from Nasdaq that the Company has
not regained compliance with the Minimum Bid Price Requirement and is not eligible for a second 180-day period because the Company lacks
the stockholders’ equity required to meet the initial listing standards.
As
a result, Nasdaq determined that the Company’s securities would be scheduled for delisting from the Nasdaq Capital Market, effective
October 22, 2026, unless the Company timely requests an appeal to a Nasdaq Hearings Panel (the “Panel”) on or before October
20, 2026. On October 14, 2026, the Company appealed the Determination Letter by filing a request for an oral hearing before the Panel.
This request has stayed the suspension of trading or delisting of the Company’s ordinary shares, which will continue to trade in
the normal manner pending the hearing and decision of the Panel. The Company will submit to the Panel a plan to regain compliance with
the Minimum Bid Price Requirement.
There
can be no assurance that the Company’s appeal of the Determination Letter will be successful or that the Company will be successful
in maintaining its listing of its securities on the Nasdaq Capital Market.
On
October 14, 2026, the Company issued a press release disclosing the Determination Letter from Nasdaq. A copy of the press release is
furnished as Exhibit 99.1 to this Report on Form 6-K.
Incorporation
by Reference
The
information contained in this Report on Form 6-K, other than Exhibit 9.1, 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
Report on Form 6-K contains forward-looking statements that involve risks and uncertainties. The risks and uncertainties involved include
the granting of the Company’s requested hearing before the Panel, the success of the plan to regain compliance with the Minimum
Bid Price Requirement, 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.
Exhibit
Index
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated October 14, 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 15, 2026
Exhibit
99.1
RedCloud
Receives Expected Nasdaq Staff Delisting Determination and Files Appeal to Preserve Listing Pending Panel Hearing
As
a result of the appeal, there is no immediate impact on the listing of RedCloud ordinary shares, which continue to trade in the normal
manner on the Nasdaq Capital Market under the symbol “RCT”.
LONDON,
October 14, 2026 (GLOBE NEWSWIRE) -- RedCloud Holdings plc (Nasdaq: RCT) (“RedCloud” or the “Company”), which
is building the AI prediction infrastructure for global FMCG trade, today announced that on October 13, 2026, it received a Staff Delisting
Determination (the “Staff Determination”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”),
notifying the Company that Nasdaq has initiated the process of delisting the Company’s ordinary shares from the Nasdaq Capital
Market as a result of the Company’s non-compliance with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”),
which requires primary securities listed on the Nasdaq Capital Market to maintain a minimum bid price of at least $1.00 per share. Nasdaq
Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if a deficiency under the Minimum
Bid Price Rule continues for a period of consecutive 30 business days. The Company is not eligible for a second 180-day compliance period
because it lacks the stockholders’ equity required to meet the initial listing standards.
The
Company has appealed the Staff Determination by filing a request for an oral hearing before the Nasdaq Hearings Panel (the “Hearings
Panel”). This request has stayed the suspension of trading or delisting of the Company’s securities pending the hearing and
the Hearing Panel’s decision. In the meantime, the Company’s securities will continue to trade in the normal manner on the
Nasdaq Capital Market under the symbol “RCT”.
The
Company will submit to the Hearings Panel a written plan of compliance, including a commitment to effect a reverse stock split. As previously
announced on October 6, 2026, the Company’s Board of Directors has convened a General Meeting scheduled for October 30, 2026 (the
“General Meeting”). At the General Meeting, the Company will seek shareholder approval to effect a share consolidation. If
approved by shareholders, the share consolidation is expected to be effective on or about November 13, 2026. Depending on the timing
of the hearing before the Hearings Panel, the share consolidation may already be effective.
About
RedCloud
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
include, without limitation, statements regarding the expected general meeting of shareholders. 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 granting of the Company’s request a
hearing before the Hearings Panel and, the outcome of the General Meeting. 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 Securities and Exchange Commission. RedCloud undertakes no obligation to update or revise these forward-looking statements
except as required by law.
Contacts
Investor
Relations
investor.relations@redcloudtechnology.com
Media
Relations
media@redcloudtechnology.com
