RedCloud Holdings (RCT) inks $30M RedAI platform deal in Saudi JV

Rhea-AI Filing Summary

RedCloud Holdings plc has entered a new platform license and infrastructure usage agreement with Kayanat Arabia Holding Company to support their existing joint venture in Saudi Arabia. Under this agreement, RedCloud will provide its RedAI platform, including the RAID engine, hosting, integrations, operations, cybersecurity, maintenance and related services.

The arrangement sets a committed annual value of $6,000,000 for five years from the March 25, 2026 effective date, for a total commitment infrastructure value of $30,000,000. This annual value includes a $2,200,000 enablement commitment for localization and deployment and a $3,800,000 platform services fee tied to revenues generated in Saudi Arabia. Revenues above this commitment and related obligations will be shared between RedCloud and Kayanat under their shareholders agreement, and the license can be renewed for an additional five years by mutual consent.

Insights

Technology and licensing analyst

RedCloud secures a five-year, $30M platform commitment tied to Saudi JV growth.

The agreement with Kayanat Arabia Holding Company commits RedCloud’s RedAI and RAID platform to the Saudi market at an annual value of $6,000,000 over five years starting on March 25, 2026, totaling $30,000,000 of infrastructure value.

The structure splits each year’s value into a $2,200,000 enablement commitment for localization, regulation and deployment, plus a $3,800,000 platform services fee based on revenues generated in Saudi Arabia. This ties a significant portion of economic benefit directly to platform usage and JV performance.

Revenues above the annual commitment are to be distributed between RedCloud and Kayanat under their existing shareholders agreement dated August 29, 2025. The possibility of a further five-year renewal adds longer-term upside potential, though actual outcomes will depend on how quickly the platform scales in Saudi Arabia.

Key Figures

Annual Commitment: $6,000,000 per year Enablement commitment: $2,200,000 per year Platform services fee: $3,800,000 per year +3 more

6 metrics

Annual Commitment $6,000,000 per year Committed value for platform and infrastructure services under Licensing Agreement

Enablement commitment $2,200,000 per year Supports localization, regulatory configuration, integrations and deployment in Saudi Arabia

Platform services fee $3,800,000 per year Paid to RedCloud based on revenues generated by the platform in Saudi Arabia

Initial term 5 years From Effective Date of March 25, 2026 for Licensing Agreement

Total commitment value $30,000,000 Aggregate infrastructure value over initial five-year term

Effective Date March 25, 2026 Start date for the Licensing Agreement term

Key Terms

platform license and infrastructure usage agreement, Shareholders Agreement, Annual Commitment, RAID (Realtime AI for Distribution) engine, +2 more

6 terms

platform license and infrastructure usage agreement financial

"entered into a platform license and infrastructure usage agreement (the “Licensing Agreement”) with Kayanat"

Shareholders Agreement financial

"to complement and operate in conjunction with the Shareholders Agreement, dated August 29, 2025"

A shareholders agreement is a written contract among a company's owners that sets out their rights, responsibilities and rules for running the business and selling shares. It matters to investors because it clarifies who makes decisions, how shares can be bought or sold, and how disputes are handled—like house rules among roommates that prevent fights and ensure everyone knows how to leave or change the arrangement without shocking the others.

Annual Commitment financial

"at a committed annual value of $6,000,000 per year (the “Annual Commitment”)"

RAID (Realtime AI for Distribution) engine technical

"its RedAI platform, including its RAID (Realtime AI for Distribution) engine infrastructure"

Effective Date financial

"for an initial term of five (5) years beginning March 25, 2026 (the “Effective Date”)"

The effective date is the specific calendar day when a contract, regulatory action, corporate change, or financial disclosure officially begins to apply and take legal or operational effect. For investors, it marks the moment rules, obligations, ownership, pricing, or reporting change—similar to the exact minute a light switch is flipped—so it determines when rights, liabilities, or market impacts start and which periods or transactions are affected.

JV Agreement financial

"distributed to RedCloud and Kayanat pursuant to the JV Agreement"

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

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 April 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 ☐

Other Events.

On March 27, 2026, RedCloud Holdings plc (the “Company”) entered into a platform license and infrastructure usage agreement (the “Licensing Agreement”) with Kayanat Arabia Holding Company, a company incorporated under the laws of the Kingdom of Saudi Arabia (“Kayanat”). The License Agreement is intended to complement and operate in conjunction with the Shareholders Agreement, dated August 29, 2025, by and between the Company and Kayanat (the “JV Agreement”),

Pursuant to the terms of the Licensing Agreement, the Company shall allocate and make available to Kayanat its RedAI platform, including its RAID (Realtime AI for Distribution) engine infrastructure (the “Platform”), hosting capacity, integrations, operational systems, cybersecurity, maintenance and related services at a committed annual value of $6,000,000 per year (the “Annual Commitment”), which consists of (i) an enablement commitment of $2,200,000 to support the localization, regulatory configuration, integrations and deployment to activate and maintain the Platform in Saudi Arabia and (ii) a platform services fee of $3,800,000, which is to be paid to the Company based on revenues generated by the Platform in Saudi Arabia. The Annual Commitment shall apply for an initial term of five (5) years beginning March 25, 2026 (the “Effective Date”), providing for a total commitment infrastructure value of $30,000,000. Revenues generated in excess of the Annual Commitment and other obligations under the License Agreement, shall be distributed to RedCloud and Kayanat pursuant to the JV Agreement. The License Agreement can be renewed for an additional five (5) years subject to the mutual written agreement of the Company and Kayanat.

2

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: April 14, 2026

3

FAQ

What did RedCloud (RCT) disclose in its April 2026 Form 6-K?

RedCloud disclosed a new platform license and infrastructure usage agreement with Kayanat Arabia Holding Company. The deal commits its RedAI and RAID platform, hosting, integrations, and related services to support their Saudi Arabia joint venture under a multi-year, value-based structure tied to platform revenues.

What is the total value of RedCloud’s Licensing Agreement with Kayanat?

The Licensing Agreement sets a committed annual value of $6,000,000 for five years from March 25, 2026. This results in a total commitment infrastructure value of $30,000,000 for providing RedCloud’s RedAI platform, RAID engine infrastructure, hosting, operations, cybersecurity, maintenance and related services in Saudi Arabia.

How is the $6,000,000 annual commitment between RedCloud and Kayanat structured?

Each year’s $6,000,000 commitment consists of a $2,200,000 enablement commitment and a $3,800,000 platform services fee. The enablement portion supports localization, regulatory configuration, integrations and deployment, while the platform services fee is paid to RedCloud based on revenues generated by the platform in Saudi Arabia.

How are revenues above the annual commitment shared between RedCloud (RCT) and Kayanat?

Revenues generated in Saudi Arabia above the $6,000,000 annual commitment and other obligations under the Licensing Agreement are to be distributed between RedCloud and Kayanat. This distribution follows the terms of their existing shareholders agreement dated August 29, 2025, which governs their joint venture relationship.

What is the initial term and renewal option of RedCloud’s Licensing Agreement?

The Licensing Agreement has an initial term of five years beginning on March 25, 2026, the effective date. It also includes an option to renew for an additional five-year period, provided RedCloud and Kayanat mutually agree in writing to extend the arrangement under their agreed terms.

What technology does RedCloud provide to Kayanat under this agreement?

RedCloud provides its RedAI platform, including the RAID (Realtime AI for Distribution) engine infrastructure, to Kayanat. The package includes hosting capacity, integrations, operational systems, cybersecurity, maintenance and related services to deploy, localize and operate the platform across Saudi Arabia under the joint venture framework.