[F-1] RedCloud Holdings plc Foreign Issuer IPO Registration
Rhea-AI Filing Summary
RedCloud Holdings plc files an F-1 registration to register up to 5,200,000 ordinary shares for resale by selling shareholders. The registration covers up to 5,200,000 ordinary shares, composed of up to 2,600,000 shares related to a Tumim purchase agreement and up to 2,600,000 shares related to an Amiens purchase agreement.
The company states it will not receive proceeds from resale by the Selling Shareholders, but may receive up to $30,000,000 from direct equity sales to Tumim and Amiens under the ELOC Purchase Agreements after effectiveness and satisfaction of conditions. The shares trade on Nasdaq under the symbol RCT.
Positive
- None.
Negative
- None.
Insights
Registration primarily facilitates resale by selling shareholders and contingency primary sales under ELOC agreements.
The filing registers 5,200,000 ordinary shares for resale by identified Selling Shareholders, split into two up-to 2,600,000 allocations tied to the Tumim and Amiens Purchase Agreements. The prospectus states the issuer will not receive proceeds from those resales.
Separately, the ELOC Purchase Agreements permit the company to sell up to $30,000,000 in ordinary shares to Tumim and Amiens after the registration becomes effective and upon satisfaction of agreement conditions; those primary sales are subject to the agreements' closing conditions and any prospectus supplement.
This is a mixed registration: resale liquidity for holders and a contingent primary equity facility.
The registration creates a resale vehicle for existing holders (up to 5,200,000 shares) while preserving the company’s discretion to raise up to $30,000,000 from Tumim and Amiens under the ELOC Purchase Agreements once the registration is effective and conditions are met.
Market impact will depend on how many shares are actually sold, timing, and whether primary sales to Tumim/Amiens occur; cash-flow treatment and timing are governed by the ELOC agreements and the prospectus’ conditions.
As filed with the Securities and Exchange Commission on March 16, 2026
Registration Number 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Exact Name of Registrant as Specified in its Charter)
| 5990 | Not Applicable | |||
| (State
or other jurisdiction of incorporation or organization) |
(Primary
Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Tel:
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
with copies to:
Barry I. Grossman, Esq.
Sarah Williams, Esq.
Justin Grossman, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Phone: (212) 370-1300
Fax: (212) 370-7889
Approximate date of commencement of proposed sale to public:
As soon as practicable after the effective date hereof.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging
growth company
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
to Section 7(a)(2)(B) of the Securities Act.
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.
The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to completion, dated March 16, 2026
PRELIMINARY PROSPECTUS
RedCloud Holdings plc
Up to 5,200,000 Ordinary Shares
This prospectus relates to the offer and sale, from time to time, by the selling shareholders identified in this prospectus (the “Selling Shareholders”) of up to 5,200,000 ordinary shares, par value £0.002 per share, of RedCloud Holdings plc (the “Company”), consisting of: (a) up to 2,600,000 ordinary shares that we may issue to Tumim Stone Capital LLC (“Tumim”) pursuant to an ordinary shares purchase agreement between the Company and Tumim, dated February 26, 2026 (the “Tumim Purchase Agreement”) and (b) up to 2,600,000 ordinary shares that we may issue to Amiens Technology Investments LLC (“Amiens”) pursuant to an ordinary shares purchase agreement between the Company and Amiens, dated February 26, 2026 (the “Amiens Purchase Agreement”, together with the Tumim Purchase Agreement, the “ELOC Purchase Agreements”).
This registration does not mean that the Selling Shareholders will actually offer or sell any of these shares. We will not receive any proceeds from the resale of any of the ordinary shares being registered hereby sold by the Selling Shareholders. However, the ELOC Purchase Agreements provide that we may sell up to an aggregate of $30,000,000 in ordinary shares, on a pro rata basis, to Tumim and Amiens, from time to time, in our discretion after the date the registration statement that includes this prospectus is declared effective and after satisfaction of other conditions in the ELOC Purchase Agreements.
Our ordinary shares are currently listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “RCT”. On March 11, 2026, the last reported sale price of our ordinary shares was $0.89 per share.
Following effectiveness of the registration statement of which this prospectus forms a part, the sale and distribution of securities offered hereby may be effected from time to time in one or more transaction that may take place on Nasdaq (or such other market or quotation system on which our ordinary shares are then listed or quoted), including ordinary brokers’ transactions, privately negotiated transactions or through sales to one or more dealers for resale of such securities as principals, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by Selling Shareholders. See “Plan of Distribution” for more information about how the Selling Shareholders may sell the ordinary shares being registered pursuant to this prospectus. The Selling Shareholders and intermediaries through whom such securities are sold may be deemed “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the securities offered hereby, and any profits realized or commissions received may be deemed underwriting compensation.
This prospectus describes the general manner in which ordinary shares may be offered and sold by any Selling Shareholders. When the Selling Shareholders sell ordinary shares under this prospectus, we may, if necessary and required by law, provide a prospectus supplement that will contain specific information about the terms of that offering. Any prospectus supplement may also add to, update, modify or replace information contained in this prospectus. We urge you to carefully read this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision.
We are a “foreign private issuer” and an “emerging growth company” under the U.S. federal securities laws as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as a result, have elected to comply with certain reduced public company disclosure and reporting requirements. In addition, as long as we remain an emerging growth company, we will qualify for certain limited exceptions from the Sarbanes-Oxley Act of 2002.
Investing in our ordinary shares involves a high degree of risk. Before making any investment decision, you should carefully review and consider all the information in this prospectus including the risks and uncertainties described under “Risk Factors” beginning on page 11.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Prospectus dated , 2026
TABLE OF CONTENTS
| Page | |
| Prospectus Summary | 1 |
| Cautionary Note Regarding Forward-Looking Statements | 10 |
| Risk Factors | 11 |
| Committed Equity Financing | 33 |
| Use of Proceeds | 34 |
| Determination of Offering Price | 35 |
| Market Information for Securities and Dividend Policy | 36 |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations | 37 |
| Business | 51 |
| Management | 72 |
| Principal Shareholders | 84 |
| Certain Relationships and Related Party Transactions | 85 |
| Description of Securities Being Registered | 90 |
| Selling Shareholders | 91 |
| Plan of Distribution | 92 |
| Expenses of the Offering | 94 |
| Experts | 95 |
| Legal Matters | 95 |
| Service of Process and Enforcement of Civil Liabilities | 95 |
| Where You Can Find More Information | 95 |
We have not authorized anyone to provide you with any information or to make any representations about us, the securities being offered pursuant to this prospectus or any other matter discussed in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us. The information contained in this prospectus is accurate only as of the date on the cover page of this prospectus, regardless of the time of delivery of this prospectus or the sale of any ordinary shares. Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus.
We further note that the representations, warranties and covenants made by us in any document that is filed as an exhibit to the registration statement of which this prospectus is a part were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
This prospectus includes estimates, statistics and other industry data that we obtained from industry publications, research, surveys and studies conducted by third parties and publicly available information. Such data involves a number of assumptions and limitations and contains projections and estimates of the future performance of the industries in which we operate that are subject to a high degree of uncertainty. This prospectus also includes data based on our own internal estimates. We caution you not to give undue weight to such projections, assumptions and estimates.
This prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by any other companies.
| i |
PROSPECTUS SUMMARY
This summary highlights information about our company, this offering and information contained in greater detail in other parts of this prospectus or incorporated by reference into this prospectus from our filings with the Securities and Exchange Commission (“SEC”) listed in the section entitled “Information Incorporated by Reference.” Because it is only a summary, it does not contain all of the information that you should consider before purchasing our securities in this offering and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere or incorporated by reference into this prospectus. You should read the entire prospectus, the registration statement of which this prospectus is a part, and the information incorporated by reference into this prospectus in their entirety, including the “Risk Factors” and our financial statements and the related notes incorporated by reference into this prospectus, before purchasing our securities in this offering.
Unless the context indicates otherwise, as used in this prospectus, the terms “we,” “us,” “our,” “our company” and “RedCloud” refer to RedCloud Holdings plc and its consolidated subsidiaries.
Our Company
We have developed and operate the RedCloud platform (the “Platform”), an intelligent infrastructure that facilitates the trading of everyday consumer supplies of fast-moving consumer goods (“FMCG”) products across business supply chains. We believe the Platform solves a decades old problem of how to unlock and enable access of key purchase and sales data between brands, distributors and retailers in high growth consumer markets. Through the Platform, we enable customers in these markets to use data driven insights backed by artificial intelligence (“AI”) to help make faster and easier business-to-business (“B2B”) purchases and inventory decisions between brands, distributors and retailers by breaking down complex purchasing behaviors of large product inventory catalogues. We aggregate this data by category and turn it into market-level business insights and inventory recommendations, while improving decision-making capabilities for distributors and retailers. Our Platform is primarily delivered through a consumption-based business model and we only charge brands and distributors for transactions made on the Platform. Our Platform consequently helps brands and distributors to use the same AI driven insights to connect with new local retailers in targeted locations, thereby spending less time searching for outlets to purchase their goods and products from.
Additionally, our Platform has AI and machine-learning capabilities that provide our brands, distributors and retailers with trading and product insights and data to help them make better commercial decisions regarding their business operations. For example, our Platform has the capability to (1) inform retailers when they are running low on products, (2) inform retailers what other retailers in the area in which they operate are selling, and (3) inform brands and distributors the type of goods and products retailers are looking for on the Platform. We currently operate wholly owned subsidiaries in Argentina, Brazil, Nigeria, and South Africa, which are high consumer growth markets, and have also recently announced joint ventures in Saudi Arabia and Türkiye, with intentions to expand to additional countries in the future.
| 1 |
RedCloud Platform
Our Platform is an intelligent infrastructure that provides supply chain customers with a faster, more intuitive and easier way to trade with each other and with products they trust. Our Platform is an end-to-end solution built on the principles of AI-led open commerce, transforming offline trading into a dynamic digital marketplace through our two wholly owned trading networks: Red 101 for retailer trade and TradeX for bulk inventory trading between distributors. Our Platform aims to reduce the cost of essential consumer products, improve the quality and choice of products, and make it easier to connect to local and global supply chains. Specifically, our Platform is decentralized, meaning the distributors and brands can choose the retailers that they would like to sell to directly and vice versa. Brands, distributors and retailers are also able to negotiate with each other directly with respect to all aspects of each transaction, including but not limited to, pricing, distribution and delivery timing. The fact that our Platform provides brands, distributors and retailers with this ability, without any input from the Company, is why we consider our Platform to be Open Commerce. Our Platform also offers AI and machine-learning capabilities that analyze the data of our distributors, brands and retailers, and makes recommendations based on such information. Leveraging cloud infrastructure, our Platform also provides data capabilities that enable high frequency trading that reduces the structural costs and difficulties of holding slow moving inventory and enable faster and smarter trade buying decisions that influence the product cost, availability and success across markets. Our customers benefit from our Platform’s ability to scale with their growth and demand needs, allowing efficient any time trade without the need to invest in costly skills and building their own platform.
We currently operate our Platform in what we consider the high growth consumer markets of Argentina, Brazil, Nigeria, and South Africa. As of June 30, 2025, we had approximately 813 sellers (distributors, wholesalers and brands), 7,612 brands, 192,869 products and 51,460 retailers on our Platform. We generate our revenue from applying a transaction based revenue on the total transaction value (“TTV”) of each transaction conducted on our Platform. All revenue we receive is from the brand or distributors. Retailers on the Platform do not pay any fees on the transactions to which they are a party. The transaction based revenue ranges from 1% to 5% of the TTV. For the six months ended June 30, 2025, the average transaction based revenue equated to approximately 1.5% of the TTV. For the six months ended June 30, 2025, we had processed approximately 313,735 orders with approximately $1.2 billion in TTV.
Technological Capabilities
Data Enablement
We believe data enablement and integrity is essential for modern business, allowing them to harness the full potential of their data to drive strategic decisions and operational efficiency. Our data enablement tools and services include cloud data warehouses, advanced data search capabilities, intuitive data visualizations, and customer data platforms. Specifically, we collect data points related to transactions, customer profiles and retailer preferences and behavior. We help make these available to distributors and brands which in turn enables them to gain a deeper understanding of their customers’ behaviors, preferences, and needs. Our retailers can utilize this data to learn about the brands, distributors and products on our Platform and the prices other retailers are paying for products that they desire. With a unified view of data, we can personalize experiences, improve customer satisfaction, and build stronger relationships. We believe this leads to increased loyalty and better customer retention rates.
We have developed our AI and machine learning algorithm(s) by using a closed-loop data system, with information we obtained on our Platform, and conducted numerous tests on such algorithm(s) to determine the most efficient one(s). Our validation process uses the telecalling channel to engage with retailers using a random sampling method to confirm that the transaction information being utilized is accurate. The objective is to confirm the order details such as the product name, quantity and total invoiced amount and hence authenticate the transactions on our Platform. We also use automated validation on data that is generated during the machine learning algorithm run using random input and test datasets. Validation is done every month for input data, and quarterly for recommendation engine outputs. The validation model for sampling has been implemented since December 2023 and for statistical since May 2024. We do not utilize any outside data sources, such as publicly available datasets.
We believe we occupy a unique position because we have been able to build significant data warehouse capabilities that supports advanced machine learning integration by gathering highly granular information such as product details, purchasing profiles, transactions, and more. This data is sourced from retailers, distributors, FMCGs, and brands that each seek insight into their performance and strategies for enhancing sales, optimizing discounts, and leveraging campaigns on our Platform. We believe we are uniquely strategically positioned to utilize this data, driving machine learning algorithms to power recommendations, pricing engines, and conversational commerce solutions.
| 2 |
AI/Machine Learning
We believe our Platform’s AI and machine learning capabilities provide substantial benefits to our brands, distributors and retailers, including but not limited to, the following:
| 1. | Recommendations – Our Platform can make recommendations to brands, distributors and retailers regarding their potential needs to help them purchase and trade smarter. For example, our Platform can make recommendations to retailers regarding newly available products that they may be interested in based on their previous purchases. This helps both brands and distributors increase inventory turnover and drive additional sales on our Platform whilst ensuring that retailers become aware of new products that their customers may want to purchase. This feature is available for use on our Platform. | |
| 2. | Logistics – Our Platform can provide logistics assistance by determining more cost-effective and efficient ways to handle shipping products and returns through reverse logistics. This includes routing to the nearest processing centers, selecting the best shipping methods based on cost and carbon footprint. This feature is available for use on our Platform in Nigeria, and we expect it to be available in all jurisdictions by the end of 2026. | |
| 3. | Pricing and Promotions – Our Platform allows distributors and retailers to adjust pricing and promotions based on current inventory levels, demand fluctuations, and competitive factors. This feature is available for use on our Platform. | |
| 4. | RedInsights – Our Platform can use predictive analytics to forecast future demand and return rates based on historical data, product types, customer behavior, and other factors through a feature called RedInsights. This helps our brands, distributors and retailers manage inventory more effectively, anticipate return volumes, and plan for restocking and reselling returned items. This feature is available for use on our Platform. |
We also plan to build AI capabilities to make trade smooth for our retailers that are used to using conversation channels such as WhatsApp to discover and place orders. This will enable shopping from anywhere at any time, fitting seamlessly into retailers’ daily routines. They would be able to add items to their cart, check order status, and receive recommendations using simple commands, enhancing convenience and accessibility.
Our Market Opportunity
The FMCG market is currently valued at over $14.6 trillion globally and growing at over 3.5% CAGR.1 FMCG products are the largest group of consumer products spread across various categories and represent those required in everyday life ranging from foods and beverages, non-prescription medicines and office supplies.2 In Nigeria, South Africa, Brazil and Argentina, the FMCG market is collectively valued at over $300 billion.3 Additionally, according to Euromonitor, market weight and share of growth are increasingly moving to emerging markets, which include the countries we currently operate in. Emerging markets are expected to account for 47% to 75% of the sales growth (across verticals) in FMCG goods.
Additionally, as of now, the majority of B2B buying and selling occurs offline, relying on what we believe to be outdated legacy technology. Globally, distributors cater to around 500 million micro and medium-sized retailers.4 These businesses face immense costs, with three out of four FMCG product launches ending in failure5, an annual inventory shortfall exceeding $2 trillion, and escalating expenses in bringing FMCG products to market. The physical availability of products presents a trillion-dollar opportunity; having the right product at the right price at the point of purchase is crucial for the success of future commerce. We believe that our Platform can be useful in providing distributors with access to retailers looking for their products and vice versa.
1 Fast Moving Consumer Goods - FMCG Market Analysis 2026, Market Size, Share, Growth, CAGR, Forecast, Trends, Revenue, Industry Experts, Consultation, Online/Offline Surveys, Syndicate Reports.
2 Allied Market Research, FMCG Market Size, Share, Competitive Landscape and Trend Analysis Report (Jan. 2023).
3 KPMG, Fast-Moving Consumer Goods Sector Report; Statista, Consumer Goods – Brazil; NielsenIQ State of the Nation Report: South Africa (July 2023).
4 ITC News, “MSMEs make the economic world go round”, Article (July 2017).
5 https://www.marketingweek.com/3-in-4-fmcg-launches-fail-within-a-year/.
| 3 |
Our Growth Strategy
Our strategy is to enable the development of strong brand recognition, data engagement, and distribution at scale through a platform-led economic model that competes against traditional B2B marketplaces. We approach markets with a proactive method for engaging distributors and retailers, aiming to rapidly gather essential data on key product information, inventory, and purchasing cycles. This data is instrumental in assisting distributors to optimize their market routes effectively. This data allows us to continually provide superior discovery, search, and trading and expand key FMCG products and services.
The key elements of our strategy to grow our business include:
Increase Active Retailers and Trading Share
As of June 30, 2025, we had approximately 51,460 retailers and 813 sellers (distributors, wholesalers and brands) active on our Platform. Moving forward, we are committed to enhancing and promoting the value proposition of our Platform. Our focus lies on attracting new retailers while also expanding their buying frequency and product categories. This growth strategy will be driven by customer loyalty programs, top-tier customer service, targeted marketing initiatives, promotional campaigns, and the continuous expansion of our marketing affiliates. Additionally, we will encourage the use of our diverse range of mobile commerce apps.
Expand Products and Brands
We believe that the growth in both the number of product categories and brands purchased within each category will contribute to higher average spending per customer, ultimately driving trading volume upwards. As of June 30, 2025, our Platform featured over 192,000 products from 7,612 brands. Our primary objective is to elevate the retailer shopping experience, boost retailer engagement, and create new avenues for retailers by expanding and highlighting additional products and brands.
Enhance the Success of Retailers on a Broad Basis
Our goal is to enhance the success of a diverse range of retailers on our Platform by amplifying their visibility to pertinent buyer demand and equipping them with enhanced tools, such as data science applications, to foster personalized buyer interactions. Leveraging advanced data science and analytics to develop our own AI capabilities, we will assist distributors in pinpointing products and enhancing the conversion rate from visitor engagements to completed transactions.
Generate Data and Cloud Computing Technologies
We believe that the data generated within our Platform holds substantial value for our customers and various ecosystem participants. Our ongoing strategy involves the strategic application of data intelligence and deep learning technologies across multiple areas such as Platform design, user interface optimization, search functionalities, targeted marketing initiatives, logistics efficiency, location-based services, and financial services enhancements. This data can be used in numerous ways, including but not limited to creating new product offerings and monetization channels with commercial partners that improve access to finance, enhance cash-flow or increase product turnover for our customers.
We foresee AI evolving into a fundamental element of e-commerce infrastructure. Over the past five years, we have dedicated significant resources to developing our proprietary cloud infrastructure, not only to bolster our own operations but also to support the endeavors of third parties, including our valued brands and distributors. Moving forward, we remain committed to substantial investments in our cloud computing platform to fortify both our internal operations and those of our partners. We have a dedicated research and development (“R&D”) data team focusing on innovation in deep learning and machine learning technologies with the primary aim of increasing transaction size and enhancing customer retention. This innovation combined with data gathered through our Platform can be used to create reports on market intelligence and trends around regional consumption, demand and inventory flows. We believe these reports can be commercialized and are valuable to retailers, distributors, brands and other trade bodies.
Sales and Partnerships
We currently have sales teams located in Nigeria, South Africa, Brazil and Argentina. We plan to expand our teams in each of these jurisdictions to focus on driving sales growth across these jurisdictions by retaining more brands, distributors and retailers and entering into partnerships with leading FMCG companies. We are particularly focused on new partnerships with leading FMCG companies as we believe this can cause substantial growth by also attracting their retailers throughout the jurisdictions in which we operate.
| 4 |
Our Competitive Strengths
Experienced Management Team
Our Chief Executive Officer and co-founder, Justin Floyd, has a 30-year track record of founding and scaling technology companies in what he considers underserved industries. He is a pioneer in the Open Commerce movement which seeks to bring trust to today’s global B2B supply chains. Additionally, the rest of our senior management have experience in technology and finance, having previously worked at Orange Money, Microsoft, Vodafone, and Deutsche Bank.
Trusted Partner in Our Jurisdictions of Operation
As of June 30, 2025, we had approximately 813 national, regional, and local distributors, wholesalers and brands, collectively representing more than 7,612 brands, that work with RedCloud. We believe this represents the broadest selection of FMCG products through a single platform in the markets we operate and provides a competitive edge over international giants like Alibaba by fostering local trade and business ecosystems. This focus on regional transactions translates to a smaller carbon footprint due to reduced reliance on lengthy global supply chains. We also believe this strengthens the resilience of local economies by promoting internal trade networks and lessening dependence on outside sources.
Based on our experience, we believe the jurisdictions in which we operate have issues with fraud and retailers are skeptical of purchasing products online due to fear of fraud. Our Platform has been built and developed specifically for markets where brands want to establish a trusted presence and local supply chain for their inventory to help alleviate this fear. We believe our Platform is recognized in our jurisdictions of operation as a reliable source for brands and retailers to trade their inventory in a secure environment where products can be tracked efficiently. Additionally, we require all third-party brands and distributors to meet our standards for product authenticity and service reliability to provide credibility and appeal to our Platform. Our retailers can then confidently navigate through our Platform and trust the strength and authenticity of the offered brands, ensuring a superior product selection, convenience, and cost. We believe this provides us with an advantage over larger competitors who do not have the ability to meet these standards.
AI and Machine Learning Capabilities
Our Platform’s AI and machine learning algorithms can process millions of data points each day to optimize a range of purchasing behavior by retailers, including order build, inventory turn ratios, restock and out of stock, personalization, ads quality, inventory forecasting, order fulfillment, delivery mobilization, rebates and payment. We believe our data first approach is a key driver of our customer engagement across the markets in which we operate and provides our brands and distributors with an advantage over other local distributors that do not have these capabilities.
Connectivity
As opposed to our competitors, like Amazon and Alibaba, that do not allow for parties on their platforms to directly communicate, brands, distributors, and retailers can directly connect on our Platform. This allows brands, distributors and retailers several advantages, including but not limited to, the following:
| ● | Retailers can source inventory from local brands and distributors directly to expedite the delivery process. | |
| ● | Brands and distributors can obtain higher returns on investment through improved product launches due to having discussions with retailers about what they really need. |
| 5 |
Scalable Logistics Platform
We have invested significantly in our proprietary technology, including a distributed relational database, computing clusters, and personalized product search engines. This infrastructure supports our high volume of transactions and ensures reliability, scalability, and cost-effectiveness. We believe our scalability allows distributors to offer retailers the best selection, quality, value, and convenience, which helps them attract more customers and drives higher engagement. This results in more orders and increased retailer spending compared to the traditional methods previously utilized by our brands and distributors.
Third-Party Platform Business Model
Our exclusively third-party platform model allows for rapid scaling without the risks of providing such products ourselves, including but not limited to, inventory management, logistical operations and warehouse storage. We believe this approach drives profitability, strong cash flow, and enables us to aggressively invest in our technology, product innovation, and ecosystem expansion instead of having to resources on inventory management, logistical operations and warehouse storage.
Summary of Risk Factors
Investing in our ordinary shares involves a high degree of risk. Our business and ability to execute our business strategy are subject to a number of risks of which you should be aware before you decide to buy our ordinary shares. In particular, you should consider the following risks, which are discussed more fully in the section entitled “Risk Factors” in this prospectus:
Risks Relating to Our Platform
| ● | We currently rely on a single third-party cloud service provider to host or support a significant portion of our Platform, and any interruptions or delays in services from this third party could impair our Platform and harm our business. | |
| ● | Our dependency on a single cloud service provider for technology services and deployment could restrict our flexibility and deployment options, leading to overreliance on a single provider. | |
| ● | Our company faces a risk of increased latency due to cloud providers’ limited point-of-presence (“PoP”) coverage. | |
| ● | We rely on third-party mobile operating systems to make our Red 101 App and Platform available to registered users and if those systems are adversely impacted, we may not effectively operate as our usage could decline and our business, financial condition, and results of operations could be adversely affected. | |
| ● | We rely on mobile operating systems and app marketplaces to make portions of our Platform available to registered users and if we do not effectively operate with such app marketplaces, our usage or brand recognition could decline and our business, financial condition, and results of operations could be adversely affected. | |
| ● | We rely on software and services from third parties. Defects in, or the loss of access to, software or services from such third parties could harm our business and adversely affect the quality of our Platform. | |
| ● | We rely on third parties for our payment processing infrastructure underlying our Platform. If these third-parties become unavailable or their terms become unfavorable, our business could be adversely affected. | |
| ● | Use of AI and machine learning in our operations may present additional legal, regulatory, and social risks, which could lead to additional costs and impact our business. |
Risks Related to our Financial Condition and Capital Requirements
| ● | We have incurred significant net losses to date and we may continue to experience significant losses in the future. | |
| ● | The reports of our independent registered public accounting firm for the fiscal years ended December 31, 2023 and 2024 contain an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. | |
| ● | We will need additional capital, and financing may not be available on terms favorable to us, or at all. | |
| ● | We are currently heavily dependent on insiders to fund our operations. |
| 6 |
Risks Relating to Our Business, Strategy and Industry
| ● | We have experienced rapid growth, operational and strategic expansion, and related impacts to margin and profitability in recent periods. Such historical trends, including growth rates, may not continue in the future. | |
| ● | We have a limited history operating our business at its current scale, scope, and complexity in an evolving market and economic environment, which makes it difficult to plan for future operations and strategic initiatives, predict future results, and evaluate our future prospects and the risks and challenges we may encounter. | |
| ● | If we fail to manage and expand our relationships with brands, distributors and retailers, our business and growth prospects may suffer. | |
| ● | Our industry is highly competitive, with well-capitalized and better-known competitors. If we are unable to compete effectively, our business and financial prospects could be adversely impacted. | |
| ● | Our expansion into new product ranges and the substantial increase in the number of products sold on our Platform may expose us to new challenges and more risks. | |
| ● | If we are unable to conduct our marketing activities more cost-effectively, our results of operations and financial condition may be materially and adversely affected. | |
| ● | We depend on highly skilled personnel to grow and operate our business, and if we are unable to hire, retain, and motivate our personnel, our business may be severely disrupted. | |
| ● | Security breaches and attacks against our systems and network, and any potentially resulting breach or failure to otherwise protect confidential and proprietary information, could damage our reputation and negatively impact our business, as well as materially and adversely affect our financial condition and results of operations. |
Risks Related to our Intellectual Property and Trademarks
| ● | We may not be able to prevent others from the unauthorized use of our intellectual property or trademarks, which could harm our business and competitive position. | |
| ● | We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations. |
Corporate Information
Our corporate name is RedCloud Holdings plc (the “Company”). We are a public limited company organized under the laws of England and Wales and incorporated on April 15, 2024 under registered number 15647424. Our principal executive office is located at 50 Liverpool Street, London, EC2M 7PY, and our phone number is +44 (0) 207 754 3735. We maintain a website at https://redcloudtechnology.com. The references to our website are intended to be inactive textual references only. The information contained on, or that can be accessed through, our website is not incorporated by reference into, and is not part of this prospectus and investors should not rely on such information in deciding whether to purchase our ordinary shares. Our agent for service of process in the United States is Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, DE 19711.
Implications of Being an Emerging Growth Company and a Foreign Private Issuer
Emerging Growth Company
We qualify as an “emerging growth company” as defined under the Securities Act of 1933, as amended (which we refer to as “the Securities Act”). As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:
| ● | being permitted to present only two years of audited financial statements and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus; | |
| ● | not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”); | |
| ● | reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; | |
| ● | exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved; and | |
| ● | exemption from complying with recently enacted “pay versus performance” reporting obligations. |
| 7 |
In addition, an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period. We will remain an emerging growth company until the earliest to occur of: (i) our reporting $1.235 billion or more in annual gross revenues; (ii) the end of fiscal year 2030; (iii) our issuance, in a three year period, of more than $1 billion in non-convertible debt; and (iv) the end of the fiscal year in which the market value of our ordinary shares held by non-affiliates exceeded $700 million on the last business day of our second fiscal quarter.
We have elected to take advantage of certain of the reduced disclosure obligations and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our shareholders may be different than the information you might receive from other public reporting companies in which you hold equity interests.
Implications of Being a Smaller Reporting Company
To the extent that we continue to qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Exchange Act, as amended, after we cease to qualify as an “emerging growth company,” certain of the exemptions available to us as an “emerging growth company” may continue to be available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act; (2) scaled executive compensation disclosures; and (3) the ability to provide only two years of audited financial statements, instead of three years.
Foreign Private Issuer
We report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after we no longer qualify as an emerging growth company, as long as we continue to qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:
| ● | the rules under the Exchange Act requiring domestic filers to issue financial statements prepared under U.S. GAAP; | |
| ● | the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; | |
| ● | the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and | |
| ● | the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial statements and other specified information, and current reports on Form 8-K upon the occurrence of specified significant events. |
We currently rely on the “foreign private issuer exemption” with respect to the following requirements:
| ● | We do not follow Nasdaq Rule 5605(b) regarding independence requirements of the majority of the board of directors. Pursuant to the Companies Act, the board of directors is not required to be comprised of a majority of independent directors. | |
| ● | We do not follow Nasdaq Rule 5620(c) regarding quorum requirements applicable to meetings of shareholders. Such quorum requirements are not required under English law. In accordance with generally accepted business practice, our amended and restated articles of association and the Companies Act 2006 (the “Companies Act”) provide alternative quorum requirements that are generally applicable to meetings of shareholders. | |
| ● | We do not follow Nasdaq Rule 5635(c) regarding shareholder approval requirements for the issuance of securities in connection with a share option or purchase plan that is established or materially amended or other equity compensation arrangement is made or materially amended. Pursuant to the Companies Act, we cannot allot ordinary shares or grant rights to subscribe for or to convert any security into ordinary shares in the Company without an ordinary resolution of the shareholders. | |
| ● | We do not follow Nasdaq Rule 5635(d) regarding shareholder approval requirements for the issuance of more than 20% of the outstanding ordinary shares of the issuer. Pursuant to the Companies Act, we cannot allot ordinary shares or grant rights to subscribe for or to convert any security into ordinary shares in the Company without an ordinary resolution of the shareholders. |
Notwithstanding these exemptions, we will continue to file with the SEC, within four months after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm.
We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of our executive officers or directors are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States.
Both foreign private issuers and emerging growth companies also are exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company, but remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are neither an emerging growth company nor a foreign private issuer.
| 8 |
THE OFFERING
| Ordinary Shares Outstanding prior to the Offering | 55,318,352 ordinary shares. | |
| Ordinary Shares to be offered by Selling Shareholders | 5,200,000 ordinary shares, consisting of: |
| ● | up to 2,600,000 ordinary shares that we may issue to Tumim pursuant to the Tumim Purchase Agreement; and | |
| ● | up to 2,600,000 ordinary shares that we may issue to Amiens pursuant to the Amiens Purchase Agreement. |
| Ordinary Shares to be outstanding after this offering(1) | 60,518,352 ordinary shares | |
| Use of Proceeds | We will not receive any proceeds from the sale of the ordinary shares by the Selling Shareholders. However, we may receive gross proceeds of up to approximately $30 million in from the sale of ordinary shares to Tumim and Amiens under the ELOC Purchase Agreements. We will not receive any cash proceeds from the issuance of the Commitment Shares (as defined below) to Tumim and Amiens under the ELOC Purchase Agreements. Any proceeds will be used for general corporate and working capital or for other purposes that the board of directors, in their good faith, deems to be in the best interest of the Company. See “Use of Proceeds.” | |
| Nasdaq Symbol and Trading | Our ordinary shares are currently listed on Nasdaq under the symbol “RCT.” | |
| Risk Factors | Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 11 and the other information in this prospectus for a discussion of the factors you should consider carefully before you decide to invest in our ordinary shares. |
| (1) | The number of ordinary shares to be outstanding upon completion of this offering is based on 55,318,352 ordinary shares outstanding as of March 11, 2026, and excludes: |
| ● | 2,771,458 ordinary shares issuable upon exercise of share options, at a weighted average exercise price of $1.06 per share; |
| ● | 222,222 ordinary shares issuable upon exercise of warrants held by the underwriters in the initial public offering at an exercise price of $4.95 per share; |
| 9 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains “forward-looking statements” (as defined in Section 27A of the Securities Act, as amended, and Section 21E of the Exchange Act, as amended), that reflect our current expectations and views of future events and that involve significant risks and uncertainties. Readers are cautioned that significant known and unknown risks, uncertainties and other important factors (including those over which we may have no control and others listed in report and in the “Risk Factors” section of this prospectus) may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.
We intend the forward-looking statements to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. You can identify some of these forward-looking statements by words or phrases such as “may,” “could,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “project,” “continue” or other similar expressions.
Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made or management’s good faith belief as of that time with respect to future events and are subject to significant risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:
| ● | our lack of operating history; | |
| ● | our estimates regarding future revenue, expenses and needs for additional financing; | |
| ● | ineffectively competing in our industry; | |
| ● | the impact of governmental laws and regulation; | |
| ● | difficulties with certain third-party service providers we rely on or will rely on; | |
| ● | failure to maintain our corporate culture as we grow and changes in consumer recognition of our brand; | |
| ● | changes in senior management, loss of one or more key personnel or an inability to attract, hire, integrate and retain highly skilled personnel; | |
| ● | our ability to expand our business in the jurisdictions in which we currently operate and our ability to expand our business into new jurisdictions; | |
| ● | the continued performance of our Platform and its AI and machine learning capabilities; | |
| ● | our estimated revenue, net loss, OPEX and transaction based revenue; | |
| ● | our ability to retain and grow the brands, distributors and retailers on our Platform; | |
| ● | our ability to continue to innovate and expand our technological capabilities; | |
| ● | labor shortages, unionization activities, labor disputes or increased labor costs, including increased labor costs resulting from minimum wage increases; and | |
| ● | inadequately protecting our intellectual property or breaches of security of confidential consumer information. |
The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with. Forward-looking statements necessarily involve risks and uncertainties, and our actual results could differ materially from those anticipated in the forward-looking statements due to a number of factors, including those set forth above under “Risk Factors” and elsewhere in this prospectus. The factors set forth above under “Risk Factors” and other cautionary statements made in this prospectus should be read and understood as being applicable to all related forward-looking statements wherever they appear in this prospectus. The forward-looking statements contained in this prospectus represent our judgment as of the date of this prospectus. We caution readers not to place undue reliance on such statements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above and throughout this prospectus. Prior to investing in our ordinary shares, you should read this prospectus and the documents we have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we currently expect. See “Where You Can Find More Information.”
| 10 |
RISK FACTORS
Investing in our ordinary shares involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties described below, as well as other information included in this prospectus, including our consolidated financial statements and related notes appearing elsewhere in this prospectus, before making an investment decision. The risks described below are not the only ones we face. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial condition, or results of operations. In such case, the trading price of our ordinary shares could decline, and you may lose some or all of your original investment.
Risks Relating to Our Platform
We currently rely on a single third-party cloud service provider to host or support a significant portion of our Platform, and any interruptions or delays in services from this third party could impair our Platform and harm our business.
We currently host our Platform and support our operations using a sole third-party cloud service provider, Amazon Web Services, and our accompanying Red 101 App is hosted by Google’s Play Store and the Apple App Store. We do not, and will not, have control over the operations of the facilities or infrastructure of the third-party service providers that we use. Such third parties’ facilities may experience break-ins, computer viruses, denial-of-service or other cyber-attacks, sabotage, acts of vandalism, and other misconduct. These facilities may also be vulnerable to damage or interruption from power loss, telecommunications failures, fires, floods, earthquakes, hurricanes, tornadoes, and similar events. Our Platform’s continuing and uninterrupted performance is critical to our success.
We have experienced, and expect that in the future we will experience, interruptions, delays, and outages in service and availability from these third-party service providers from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints. Any such limitation on the capacity of our third-party service providers could impede our ability to onboard new registered users or expand the usage of our existing registered users, which could adversely affect our business, financial condition, and results of operations. In some instances, we may not be able to identify the cause or causes of these performance problems within a period of time acceptable to our registered users. A prolonged service disruption affecting our service for any of the foregoing reasons would negatively impact our ability to serve our registered users and could damage our reputation with current and potential registered users, expose us to liability, cause us to lose registered users, or otherwise harm our business. We may also incur significant costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the third-party service providers we use.
In addition, any changes in our hosting provider’s service levels may adversely affect our ability to meet the expectations of registered users. Our systems do not provide complete redundancy of data storage or processing, and as a result, the occurrence of any such event, or other unanticipated problems may result in our inability to serve data reliably or require us to migrate our data. This could be time-consuming and costly and may result in the loss of data, any of which could significantly interrupt the provision of our offerings and harm our reputation and brand. We may not be able to easily switch to another public cloud or to a data center provider in the event of any disruptions or interference to the services we use, and even if we do, other public cloud or data center providers are subject to the same risks.
Elements of our Platform make use of legacy applications which do not permit us to make full use of the robustness of the cloud. We are constantly evaluating our technology stack and replacing with technologies which make full use of cloud technologies to provide scaling.
| 11 |
Our dependency on a single cloud service provider for technology services and deployment could restrict our flexibility and deployment options, leading to overreliance on a single provider.
Currently, we solely depend on a single cloud service provider, AWS, for technology services and deployment. Relying exclusively on a single cloud service provider can pose significant risks for businesses. It can result in vendor lock-in, where organizations become tightly bound to proprietary technologies and contractual terms, making it challenging and costly to switch providers. Dependency on a sole provider also exposes businesses to potential disruptions or outages, which could lead to downtime, data loss, or service unavailability. Moreover, it limits flexibility in adopting specialized services, pricing models, or geographic coverage that might better align with organizational needs or regulatory requirements.
We may try to mitigate these risks by implementing a multi-cloud strategy that leverages services from multiple cloud providers. Nevertheless, multi-cloud strategies are complex endeavors that involve inherent risks. They necessitate sophisticated tooling and entail increased operational complexity, which we must carefully manage to realize the anticipated benefits. Our failure to do so may negatively impact the operations of our Company.
Our company faces a risk of increased latency due to cloud providers’ limited point-of-presence (“PoP”) coverage.
Cloud providers may not have a PoP in each of the countries we operate in. If PoP locations are not positioned close to or within the countries in which we operate, it can result in slower response times for customers interacting with our services. This latency can negatively impact the user experience, potentially leading to reduced customer satisfaction, increased bounce rates, and lower engagement levels on our platforms.
We rely on third-party mobile operating systems to make our Red 101 App and Platform available to registered users and if those systems are adversely impacted, we may not effectively operate as our usage could decline and our business, financial condition, and results of operations could be adversely affected.
Our technology systems are not located locally within each territory in which we operate. Instead, they are principally run out of two main regions, Brazil and Europe, with our Platform being hosted over the public internet. Some of the territories in which we operate have experienced issues with global connectivity, which can create uptime issues as well as other specific risks which may impact our registered users from accessing and using our Platform and the Red 101 App, which could adversely affect our business, financial condition, and results of operations.
In some of the territories in which we operate, principally Nigeria and South Africa, mobile coverage is generally sufficient but can sometimes suffer from overloaded networks and outdated infrastructure. This causes the mobile networks to become congested or fail. Additionally, in South Africa, the electrical grid has scheduled power outages resulting in local networks going down when their emergency backup power supply is depleted. For example, there have been several incidences in Africa over the last few years, arising from damage to underwater cables, which have impacted the continent’s internet connectivity. In May 2024, two underwater cables off the coast of Durban in South Africa, which carry data around the continent, were cut and caused disruption to the internet to parts of eastern Africa and South Africa. In March 2024, damage to four underwater cables off the West African coast caused similar problems, and in February 2024, three cables in the Red Sea were similarly damaged. Anchor dragging from ships close to shore is one of the most common causes of damage, but underwater rockfalls, as was believed to be the case in West Africa in March 2024, and seismic activity can also affect the cables. Repairing the damage, which requires specialized equipment and expertise, can take days or weeks, depending on the weather, sea conditions and the extent of the problem.
These disruptions to the mobile and or internet third-party networks or facilities that we rely upon could delay our expansion into other countries and prevent registered users from accessing our Platform and the Red 101 App.
| 12 |
We rely on mobile operating systems and app marketplaces to make portions of our Platform available to registered users and if we do not effectively operate with such app marketplaces, our usage or brand recognition could decline and our business, financial condition, and results of operations could be adversely affected.
We depend in part on mobile operating systems, such as Android and iOS, and their respective app marketplaces to make our Platform available to our registered users. As the markets within which we operate are extensive users of Android as opposed to iOS, we currently provide an Android mobile application (the Red 101 App) released through Google’s Play Store and the Apple App Store. We also provide a mobile web interface for devices which cannot use Android applications or are unable to download apps from Google Play Store and the Apple App Store. The Red 101 App is the main entry point for a retailer to purchase goods and services through our Platform from distributors. Any changes in such systems and app marketplaces that degrade the functionality of our Red 101 App or give preferential treatment to our competitors’ apps could adversely affect our registered user’s usage and engagement on mobile devices.
If such mobile operating systems or app marketplaces limit or prohibit us from making our apps available to our registered users, make changes that degrade the functionality of our app, change the way we collect or use data, increase the cost of using our app, impose terms of use unsatisfactory to us, alter how payments can be made, increase our compliance costs, or modify their search or ratings algorithms in ways that are detrimental to us, or if our competitors’ placement in such mobile operating systems’ app marketplace is more prominent than the placement of our app, our growth could slow.
We are subject to requirements imposed by app marketplaces such as those operated by Google, who may change their technical requirements or policies in a manner that adversely impacts the way in which a registered user can use our Platform and how we collect, use and share data from registered users. The long-term impact of these and any other changes remains uncertain. If we do not comply with applicable requirements imposed by app marketplaces, we could lose access to the app marketplaces and users, and our business would be harmed. Any of the foregoing risks could adversely affect our business, financial condition, and results of operations.
As new mobile devices and mobile platforms are released in to the marketplace, we are unable to guarantee that certain mobile devices will continue to support our Red 101 App or that we can effectively roll out updates to our Red 101 App. Additionally, in order to deliver high-quality apps, we need to ensure that our Platform is designed to work effectively with a range of mobile technologies, systems, networks, and standards. If our registered users encounter any difficulty accessing or using our apps on their mobile devices or if we are unable to adapt to changes in popular mobile operating systems, we expect that our growth and engagement would be adversely affected.
We rely on software and services from third parties. Defects in, or the loss of access to, software or services from such third parties could harm our business and adversely affect the quality of our Platform.
Our offerings incorporate certain third-party software obtained under licenses from other third-party Software-as-a-Service (“SaaS”) providers, including for our Know-Your-Customer (“KYC”) checks, marketing, authentication, customer relationship management (“CRM”), monitoring, data visualization, mapping, and database tools. Such third parties may discontinue their products, cease to provide their products or service to us, go out of business, or otherwise cease to provide support for such products or services in the future. Commercially reasonable alternatives to the third-party software or services we currently license or receive, may not always be available, or it may be difficult or costly to replace existing third-party software or find a replacement third-party service. Our use of additional or alternative third-party software would require us to enter into license agreements with third parties, and we may not be able to enter into such agreements on advantageous terms. In addition, integration of the software used in our offerings with new third-party software may require significant work and substantial investment of our time and resources. Also, to the extent that our offerings depend upon the successful operation of third-party software, any undetected errors or defects in, or disruptions to the functionality of, such third-party software could prevent the deployment or impair the functionality of our offerings, delay new offering introductions, result in a failure of our offerings, and injure our reputation, which in each case could harm our financial condition and results of operations.
| 13 |
We rely on third parties for our payment processing infrastructure underlying our Platform. If these third-parties become unavailable or their terms become unfavorable, our business could be adversely affected.
The convenient payment mechanisms provided on our Platform are key factors contributing to the development of our business. We rely on third parties, including CoralPay, DLocal, Pay@ and Stripe, for elements of our payment processing infrastructure to process payments for the sale and purchase of goods and services between registered users on our Platform by accepting payments from retailers and remitting payments to distributors and or brands. These third parties may refuse to renew our agreements with them on commercially reasonable terms or at all. If these companies become unwilling or unable to provide these services to us on acceptable terms or at all, our business may be disrupted. For certain payment methods, including credit and debit cards, we generally pay a higher fee which results in significant costs. In addition, online payment providers are under continued pressure to pay increased fees to banks to process funds, and there is no assurance that such online payment providers will not pass any increased costs on to us. If these fees increase over time, our operating costs will increase, which could adversely affect our business, financial condition, and results of operations. If the quality or convenience of our payment processing infrastructure declines for any reason, the attractiveness of our business to retailers and distributors as a marketplace for the sale and purchase of goods and services could be adversely affected. If we are forced to migrate to other third-party payment service providers for any reason, the transition would require significant time and management resources, and may not be as effective, efficient, or well-received by retailers, distributors and brands.
Use of AI and machine learning in our operations may present additional legal, regulatory, and social risks, which could lead to additional costs and impact our business.
Because AI is a developing technology in its nascency, legal frameworks for AI governance are in their infancy quickly developing, and unpredictable. The misuse of AI raises new ethical issues and poses a number of risks that cannot be fully mitigated. Using AI while the technology is still developing may expose us to additional liability, reputational harm, and threats of litigation, particularly if the AI we adopt produces errors, intellectual property infringement or misappropriation, data privacy or cybersecurity issues, or otherwise does not function as intended.
The emergence of AI in recent years has also prompted lawmakers to consider regulation of AI. These regulations may impose certain obligations on organizations, and the costs of monitoring and responding to such regulations, as well as the consequences of non-compliance, could have an adverse effect on our operations or financial condition. For example, the EU’s Artificial Intelligence Act (“EU AI Act”), one of the first comprehensive regulations on AI was signed on June 12, 2024 and published in the Official Journal on July 12, 2024 and came into force on August 1, 2024. The legislation introduced a risk-based framework for regulating AI systems and models with unacceptable risk models banned and the most stringent obligations applying to providers of AI systems classified as high risk. Non-compliance with the EU AI Act’s strictest prohibitions may lead to fines of up to €35 million, or 7% of a group’s total worldwide annual turnover, whichever is higher. The EU AI Act is being implemented in stages, provisions relating to AI systems took effect after six months, provisions on General Purpose AI took effect after one year, after two years regulations for some high-risk AI systems will take effect and after three years for the remainder. Whilst the EU AI Act only applies to output of AI that reaches the EU market, other substantial markets including the U.S. and the UK, are also in the process of considering AI-specific regulation. Notably, Senate Bill 53 was signed into law on September 20, 2025 in California. In the UK there has been a shift away from previous policy and the King’s Speech set out the new Labour government’s plans to “seek to establish the most appropriate legislation to place requirements on those working to develop the most powerful AI models.” The UK’s Prime Minister recently said that AI “must be within a regulated framework” but details of what the legislation might cover are thin on the ground. The legal landscape surrounding AI will require close monitoring in the coming years. There are no specific laws or regulations that directly regulate AI in Nigeria, South Africa, Brazil or Argentina. However, each of these countries is in the process of adopting AI regulation policies and we expect to be subject to them once they are adopted. For example, The Nigerian government is in the process of adopting the National Digital Economy and e-Governance Bill, which will introduce comprehensive AI regulation and standards and impose penalties for non-compliance. Argentina’s Undersecretariat of Information Technologies under the Office of the Chief of Staff approved the “Recommendations for a Reliable Use of Artificial Intelligence”, consisting of guidelines for the development of AI systems under the principles of security, non-discrimination, sustainability, privacy, data protection, human supervision, transparency, explainability, responsibility, accountability, education and governance, among others. In addition, Argentina’s Agency for Access to Public Information issued Resolution 161/2023, the “Programme for Transparency and Protection of Personal Data in the Use of Artificial Intelligence”, aimed at the promotion of processes of analysis, regulation and the strengthening of government capabilities in order to support the development and use of AI. In addition, Brazil intends to regulate AI through Bill No. 2,338/2023, which creates rules for making intelligence systems available in Brazil, establishes rights for people affected by their operation, and provides for penalties for violations, as well as information regarding the supervising body.
| 14 |
As of the date of this prospectus, the legislation in the jurisdictions in which we operate does not have a material impact on our operations. There can be no assurance that the planned legislation in the jurisdictions in which we operate will not have a material impact on our operations and the Company is monitoring the legislation in each of these jurisdictions with local counsel.
Use of AI in our operations poses inherent risks and could adversely affect our results of operations, reputation and brand.
We have and are continuing to incorporate AI, including machine learning, on our Platform, including with data collection, recommendations, fraud detection and pricing and promotions. This is a major aspect of our current business plan and our future business plan. If the output from these services is deemed to be inaccurate or questionable, we may not be able to rely on the use of AI and machine learning for our Platform. Without the use of AI and machine learning for our Platform, we will lose a number of the competitive advantages that we believe we have as compared to our competitors, which could lead to a loss in revenue. Such inaccurate or questionable information could also lead to a loss in our reputation and brand, which could further affect our results of operations. We may also be subject to litigation in the event that such inaccurate or questionable causes damage to one of our customers.
Risks Related to our Financial Condition and Capital Requirements
We have incurred significant net losses to date and we may continue to experience significant losses in the future.
We have incurred significant net losses since our inception. We had net losses of $26,544,958 for the six months ended June 30, 2025 and $23,888,403 for the six months ended June 30, 2024. As of June 30, 2025, we had an accumulated deficit of $174,965,279. As we have a short operating history, it is difficult for us to predict our future operating results. We will need to generate and sustain increased TTV and revenue and manage our costs to achieve profitability. Even if we do, we may not be able to become profitable.
Our ability to achieve profitability depends in large part on our ability to scale the business across our current markets and territories, which requires adding more brands, distributors and retailers to our Platform. Additionally, we need to be able to drive operational efficiencies in our business. We also intend to continue to invest heavily for the foreseeable future in our technology systems, particularly our AI and machine learning capabilities, our sales and marketing, and our personnel. As a consequence, we are of the view that we may incur net losses for some time in the future.
Our ability to generate profit also depends on our ability to manage our costs. We have expended and expect to continue to expend substantial financial and other resources to:
| ● | increase the engagement of registered users on our Platform; | |
| ● | drive adoption of our Platform through marketing and incentives and increase awareness through brand campaigns; | |
| ● | enhance our Platform with new features, including RedInsights and RedAds, and functionality, including through strategic investments and expanded technologies; and | |
| ● | invest in our operations to continue scaling our business to achieve and sustain long-term efficiencies. |
| 15 |
These investments may contribute to net losses in the near term. We may discover that these initiatives are more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these expenses or realize the benefits we anticipate. Certain initiatives may also require incremental investments or recurring expenses and may not be accretive to revenue growth, margin, or profitability for a longer time period, if at all. Many of our efforts to increase revenue and manage operating costs are new and unproven given the unique and evolving complexities of our business and the evolving nature of an Open Commerce platform. Any failure to adequately increase revenue or manage operating costs could prevent us from sustaining or increasing any future profitability. Expansion of our offerings to include new services, additional technologies, additional markets and geographic territories, may initially harm any future profitability. We may also incur higher operating expenses as we implement strategic commercial initiatives. Additionally, we may not realize, or there may be limits to, the efficiencies we expect to achieve through our efforts to scale the business, enhance the functionality of our Platform, and optimize costs such as payment processing, support for our registered users and onboarding costs. We will also face greater compliance costs associated with the increased scope of our business and being a public company.
As such, due to these factors and others described in this “Risk Factors” section, we may not be able to become or sustain profitability or generate profitable growth in the future. If we are unable to sustain or increase profitability, the value of our business and the trading price of our ordinary shares may be negatively impacted.
The reports of our independent registered public accounting firm for the fiscal years ended December 31, 2023 and 2024 contain an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.
Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our audited annual financial statements as of and for the years ended December 31, 2023 and December 31, 2024, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Substantial doubt about our ability to continue as a going concern may materially and adversely affect the price of our ordinary shares and we may have a more difficult time obtaining financing. Further, the perception that we may be unable to continue as a going concern may impede our ability to raise additional funds or operate our business due to concerns regarding our ability to discharge our contractual obligations.
We will need additional capital, and financing may not be available on terms favorable to us, or at all.
We may require additional cash resources due to changed business conditions or other future developments, including any changes in our account payable policy, marketing initiatives or investments we may decide to pursue. If these resources are insufficient to satisfy our cash requirements, we may seek to obtain a credit facility or sell additional equity or debt securities. The sale of additional equity securities could result in dilution of our existing shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. It is uncertain whether financing will be available in amounts or on terms acceptable to us, if at all.
Our ability to obtain the necessary capital in the form of equity or debt to carry out our business plan is also subject to several risks, including general economic and market conditions, as well as investor sentiment regarding our planned business. These factors may make the timing, amount, terms and conditions of any such financing unattractive or unavailable to us. The prevailing macroeconomic environment may increase our cost of financing or make it more difficult to raise additional capital on favorable terms, if at all. If we are unable to raise sufficient capital, we may have to significantly reduce our spending and/or delay or cancel our planned activities, our operations and prospects could be negatively affected, and our business could fail.
| 16 |
Risks Relating to Our Business, Strategy and Industry
We have experienced rapid growth, operational and strategic expansion, and related impacts to margin and profitability in recent periods. Such historical trends, including growth rates, may not continue in the future.
We have grown rapidly since we launched our Platform in April 2022. Our revenue increased from $16,075,466 for the six months ended June 30, 2024 to $17,973,748 for the six months ended June 30, 2025. Our recent rapid growth has also resulted in increased costs as we expanded our operations to scale our business and increase the reach of our Platform and add additional registered users in each territory in which we operate. The rapid growth of our Platform over the past two years and related changes to our business and operations may not continue to develop as we expect. In addition, we have increased, and we expect to continue to increase, our sales and marketing teams as well as our sales and marketing campaigns. We also have increased and expect to continue to increase incentives to our registered users, continue engaging existing registered users and add new registered users to our Platform. These activities may initially reduce our revenue and future profitability and may not be successful in growing our revenue or maintaining or increasing profitability in the long term. We also expect future trends in our revenue, margin, and profitability to vary in ways that we may not anticipate or predict, including as we experience shifts in revenue mix and service preferences of our registered users. These variations may be driven by external factors, such as macroeconomic conditions (including inflation), and our strategic initiatives, such as investments in new technologies and offerings, the focus on increasing TTV and revenue from registered users, and our strategic focus on further scaling our operations to improve our margin and profitability in the future. We cannot be certain whether we will drive greater engagement from our existing registered users, or from new brands, distributors or retailers or maintain the current level of demand for our offerings over the long term. Overall growth of our TTV and revenue depends in part on our ability to manage changes to our business and operations. As a result of the foregoing, our recent growth rates and financial performance should not necessarily be considered indicative of our future performance and results of operations.
Our metrics, including TTV and revenue, may also decline or fluctuate in the future as a result of other factors, including macroeconomic factors, increasing competition, strategic initiatives, and the maturation of our business, among others. Overall growth of our TTV, revenue, margin, and profitability depends on a number of factors, including our ability to:
| ● | attract new registered users to our Platform and sustain and expand our relationships with existing registered users; | |
| ● | accurately forecast our revenue and plan our operating expenses and investments for future growth; | |
| ● | successfully compete with other companies that are currently in, or may in the future enter, the markets and territories in which we compete, and respond to developments from these competitors such as pricing changes and the introduction of new services; | |
| ● | hire, integrate, and retain talented sales, customer service, engineering, and other personnel; | |
| ● | comply with existing and new laws and regulations applicable to our business; | |
| ● | successfully expand in existing markets and enter new markets and territories; | |
| ● | increase the adoption of and engagement in our Platform by users to drive incremental revenue; | |
| ● | successfully launch new offerings and enhance our Platform and its features, including in response to new trends or competitive dynamics or the needs of our registered users; | |
| ● | avoid interruptions or disruptions in our services; | |
| ● | effectively manage the growth of our technology infrastructure, personnel, and operations, particularly if our workforce becomes increasingly distributed as a result of our hybrid workforce model; and | |
| ● | maintain and enhance our reputation and the value of our brand. |
| 17 |
As a result, you should not rely on our TTV, revenue growth rate, or other key business metrics for any prior quarterly or annual period as an indication of our future performance.
We have a limited history operating our business at its current scale, scope, and complexity in an evolving market and economic environment, which makes it difficult to plan for future operations and strategic initiatives, predict future results, and evaluate our future prospects and the risks and challenges we may encounter.
We launched our Platform in April 2022 and the Platform has since significantly scaled and expanded. Accordingly, we have limited experience in, and data and results from, operating our business at its current scale, scope, and complexity and across several territories in a rapidly evolving market and economic environment. As a result, our ability to plan for future operations and strategic initiatives, predict future results of operations, and plan for and model future growth in revenue and expenses and prospects is subject to significant risk and uncertainty as compared to companies with longer and more consistent operating histories and in more stable macroeconomic environments and industries. In particular, we face risks and challenges relating to our ability to, among other things:
| ● | accurately forecast our revenue and budget for and manage our expenses; | |
| ● | attract new brands, distributors and retailers as registered users on our Platform and retain or increase the engagement of existing registered users in a cost-effective manner; | |
| ● | comply with existing and new laws and regulations applicable to our business; | |
| ● | plan for and manage capital expenditures; | |
| ● | anticipate and respond to macroeconomic changes and changes in the markets and territories in which we operate; | |
| ● | maintain and enhance the value of our reputation and brand; | |
| ● | effectively manage our growth; | |
| ● | successfully expand our geographic reach; | |
| ● | hire, integrate, and retain talented people at all levels of our organization; and | |
| ● | successfully maintain and enhance our Platform and our technology infrastructure for brands, distributors and retailers. |
Any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer history operating our business at its current scale, scope, and complexity, operated in a more predictable markets and territories, or had more certainty regarding levels of demand for our offerings.
You should consider and evaluate our prospects in light of the risks and uncertainties frequently encountered by growing companies in emerging markets. If our assumptions regarding the risks and uncertainties that we consider in planning and operating our business are incorrect or change, or if we do not address these risks and uncertainties successfully, including due to the lack of historical data from and experience in operating our business at its current scale, scope, and complexity or other factors, our results of operations could differ materially from our expectations, and our business, financial condition, and results of operations could be adversely affected.
If we fail to manage and expand our relationships with brands, distributors and retailers, our business and growth prospects may suffer.
Our business model involves connecting the FMCG “supply chain,” which consists of brands, distributors and retailers, and enable them to conduct business digitally. The success of our Platform in the territories in which we operate is dependent upon us onboarding a sufficient number of brands, distributors and retailers to create platform dynamics that generate competitively priced goods and services to both attract new and retain existing registered users.
| 18 |
Although historically we have had a retention rate of approximately 78% for our distributors and we continue to attract new brands, distributors and retailers, we cannot be certain that in the future brands, distributors or retailers will continue to sell and buy products and services on our Platform. Although we have sales agents in the territories in which we operate to identify and onboard brands, distributors and retailers, we cannot be certain as to the actual quantity we onboard as registered users and or the trading activity of each registered user.
Our industry is highly competitive, with well-capitalized and better-known competitors. If we are unable to compete effectively, our business and financial prospects could be adversely impacted.
Open Commerce in online B2B commerce and supply chains is new, rapidly evolving and competitive. The FMCG industry is also intensely competitive. We currently and will continue to compete with various e-commerce companies, vendors of other third-party inventory and marketplaces, including companies such as Shopify, Amazon B2B, Alibaba and Etsy, and technology vendors including SAP, Oracle, Infor, and other smaller DMS vendors and suppliers. Additionally, there are a number of large indirect competitors that specialize in online commerce or derive a substantial portion of their revenues from online commerce, such as, Shein and Temu. These competitors have substantially greater financial, research and development, personnel, and marketing resources than we do currently. Though these competitors are not currently primarily focusing on the markets and territories in which we operate, if these markets are developed or their potential is exposed on a greater scale, we anticipate that our competitors will likely enter these markets and reduce our market share. Our competitors may also be able to develop a superior platform than ours and compete more aggressively and sustain their competitive advantage over a longer period of time than us.
For these and other reasons, we may not be able to compete successfully against our current and future competitors. Our inability to compete effectively with such competitors could have an adverse effect on our ability to bring new registered users to our Platform or increase the engagement of our existing registered users, or would otherwise harm our business, financial condition, and results of operations.
Our expansion into new product ranges and the substantial increase in the number of products sold on our Platform may expose us to new challenges and more risks.
Since launch, we have expanded the product offerings on our Platform to include a wide range of FMCG products. Expansion into new product ranges with a substantially increased number of products available on our Platform involves new risks and challenges. Our lack of familiarity with these products and lack of relevant consumer data relating to these products may make it more difficult for us to anticipate demand and preferences. We cannot assure you that we will be able to recoup our investments in introducing these new product categories on our Platform.
If we are unable to conduct our marketing activities more cost-effectively, our results of operations and financial condition may be materially and adversely affected.
We have incurred significant expenses on a variety of different marketing initiatives in each of the markets and territories in which we operate, designed to enhance our brand recognition and increase the number of registered users on our Platform by attracting new brands, distributors and retailers. We incurred $18,471,073 (or 103% of our revenue for this period) of marketing expenses in the six months ended June 30, 2025 and historically our marketing expenses have exceeded our revenue. We may make and continue to make concessions to distributors that are designed to maximize any future profitability in the long term but may decrease revenue in the short term. These distributor concessions may negatively impact our revenue and financial results and the process for determining and quantifying the impact of these concessions requires judgment and estimates on the success of our distributors engagement. As a result, the impact of distributor concessions on our financial results may continue into future periods or have higher impacts than we anticipate.
| 19 |
We may not be able to recoup the investments we make to expand and upgrade our Platform.
We have invested and will continue to invest significant sums in expanding and upgrading our Platform. We expect to continue to invest in our technology capabilities for several years to come, to expand the Platform’s capabilities and product offerings, particularly data driven offerings, available to registered users. These costs will include the cost of hiring personnel to assist in that development as well as those of SaaS providers. We expect to recognize the costs associated with these investments earlier than we receive some of the anticipated benefits, and the return on these investments may be lower, or may develop more slowly, than we expect. We may not be able to recover our capital expenditures or investments, in part or in full and we cannot assure that the investments we undertake in expanding the Platform’s capabilities will be successful or that any of our competitors will not be able to create a platform that is more advanced than our own.
Any interruption in the operation of brands and distributors’ fulfillment centers, front distribution centers, standalone warehouses, delivery stations or pickup stations for an extended period may have an adverse impact on our business.
The ability of brands and distributors registered on our Platform to process and fulfill orders accurately and provide a quality service depends on the smooth operation of their fulfillment centers, front distribution centers, standalone warehouses, and their delivery and pickup stations. We have no control over these fulfillment centers, front distribution centers, standalone warehouses, and their delivery or pickup stations and any extended period of disruption, for whatever reason, could have a material adverse effect on our business, prospects, financial condition and results of operations. Their fulfillment infrastructure may be vulnerable to damage caused by fire, flood, power outage, telecommunications failure, break-ins, earthquake, human error and other events. If any of their fulfillment centers were rendered incapable of operations, then they may be unable to fulfill any orders, which could have a material adverse effect on our business, prospects, financial condition and results of operations.
The brands and distributors registered on our Platform maintain cooperation arrangements with a number of third-party logistics providers to deliver their products to retailers registered on our Platform. Interruptions to or failures in these third-party delivery services could prevent the timely or proper delivery of products to retailers. These interruptions may or may not be due to events that are within the control of the logistics providers. However, we have no control over the logistics providers used by a brand or a distributor but any extended period of disruption, for whatever reason, to the supply chain could have a material adverse effect on our business, prospects, financial condition and results of operations.
We depend on highly skilled personnel to grow and operate our business, and if we are unable to hire, retain, and motivate our personnel, our business may be severely disrupted.
We depend on our executive and senior management team and other key personnel, including our Chief Executive Officer and co-founder, Justin Floyd. From time to time, there may be changes in our executive and senior management team. The loss of one or more of our executive officers and/or senior management team or the failure by our executive team to effectively work with our employees and lead our company, could harm our business. We do not maintain key person life insurance with respect to any member of our executive or senior management team.
In addition, our future success will depend, in part, upon our continued ability to identify and hire employees with the skills and technical knowledge and ability that we will require to develop and expand the capability of our Platform and Platform business. These will include people in key management roles and responsibilities as well as talented software and AI engineers, marketing and merchandising personnel as well as operational personnel. We anticipate we shall face competition to be able to hire and retain these key people.
Our revenue and net income may be materially and adversely affected by any economic slowdown in the jurisdictions in which we operate as well as globally.
The success of our business ultimately depends on consumer spending. We derive all of our revenue from Nigeria, South Africa, Brazil and Argentina. As a result, our revenue and net income are impacted to a significant extent by economic conditions in these countries and globally. The global economy, markets and levels of consumer spending are influenced by many factors beyond our control, including consumer perception of current and future economic conditions, political uncertainty, levels of employment, inflation or deflation, real disposable income, interest rates, taxation and currency exchange rates.
| 20 |
An economic downturn, whether actual or perceived, a further decrease in economic growth rates or an otherwise uncertain economic outlook in Nigeria, South Africa, Brazil and Argentina or any other market in which we may operate could have a material adverse effect on our business, financial condition and results of operations.
Security breaches and attacks against our systems and network, and any potentially resulting breach or failure to otherwise protect confidential and proprietary information, could damage our reputation and negatively impact our business, as well as materially and adversely affect our financial condition and results of operations.
We have employed significant resources to develop our security systems and protect our Platform and our systems generally against breaches. Our cybersecurity measures may not detect or prevent all attempts to compromise our systems, including distributed denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in and transmitted by our systems or that we otherwise maintain. Breaches of our cybersecurity measures could result in unauthorized access to our systems, misappropriation of information or data, deletion or modification of client information, or a denial-of-service or other interruption to our business operations. As techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers, we may be unable to anticipate, or implement adequate measures to protect against, these attacks. If we are unable to avert these attacks on our technology systems, we could be subject to significant legal and financial liability, our reputation could be harmed and we could suffer a material adverse effect to our business, financial condition and results of operations.
We rely primarily on third-party insurance policies to insure our operations-related risks. If our insurance coverage is insufficient for the needs of our business or our insurance providers are unable to meet their obligations, we may not be able to mitigate the risks facing our business, which could adversely affect our business, financial condition, and results of operations.
We procure third-party insurance policies to cover various operations-related risks including employment practices liability, workers’ compensation, business interruptions, errors and omissions, cybersecurity and data breaches, crime, directors’ and officers’ liability, and general business liabilities. For certain types of operations-related risks or future risks related to our new and evolving offerings, we are not able to, or may not be able to, acquire insurance. In addition, we may not obtain enough insurance to adequately mitigate such operations-related risks or risks related to our new and evolving offerings, and we may have to pay high premiums, co-insurance, self-insured retentions, or deductibles for the coverage we do obtain. We rely on a limited number of insurance providers, and should such providers discontinue or increase the cost of coverage, we cannot guarantee that we would be able to secure replacement coverage on reasonable terms or at all. If our insurance carriers change the terms of our policies in a manner not favorable to us, our insurance costs could increase. Further, if the insurance coverage we maintain is not adequate to cover losses that occur, or if we are required to purchase additional insurance for other aspects of our business, we could be liable for significant additional costs.
If the amount of one or more operations-related claims were to exceed our applicable aggregate coverage limits, we would bear the excess, in addition to amounts already incurred in connection with deductibles, self-insured retentions, co-insurance, or otherwise paid by our insurance policy. Historically, insurance providers have raised premiums and deductibles for many businesses and may do so in the future. As a result, our insurance costs and claims expense could increase, or we may decide to raise our deductibles or self-insured retentions when our policies are renewed or replaced. Our business, financial condition, and results of operations could be adversely affected if (i) the cost per claim, premiums, severity of claims, or number of claims significantly exceeds our historical experience and coverage limits; (ii) we experience a claim in excess of our coverage limits; (iii) our insurance providers fail to pay on our insurance claims; (iv) we experience a claim for which coverage is not provided; (v) or the severity or number of claims under our deductibles or self-insured retentions differs from historical averages.
We are subject to local laws, rules, and regulations in the jurisdictions in which we operate relating to insurance coverage which could result in proceedings or actions against us by governmental entities or others. Any failure, or perceived failure, by us to comply with existing or future local laws, rules, and regulations or contractual obligations relating to insurance coverage could result in proceedings or actions against us by governmental entities or others. Additionally, anticipated or future local laws, rules, and regulations relating to insurance coverage, could require additional fees and costs. Compliance with these rules and any related lawsuits, proceedings, or actions may subject us to significant penalties and negative publicity, require us to increase our insurance coverage and amend our insurance policy disclosure, increase our costs, and disrupt our business.
| 21 |
We face risks related to natural disasters, civil unrest, health epidemics and other outbreaks, which could significantly disrupt our operations.
Our business could be materially and adversely affected by natural disasters or the outbreak of health epidemics. Material adverse effects from diseases could result in numerous known and currently unknown ways including quarantines and lockdowns which impair the abilities of merchants to ship products. Further, during Covid-19, some of the registered users on our Platform were unable to operate due to not being able to access their facilities. Any such occurrence could cause severe disruption to our daily operations and may even require the temporary closure of our operations.
Exchange rate fluctuations may materially affect our results of operations and financial condition.
Owing to the international scope of our operations, with our principal trading territories at present being in Nigeria, South Africa, Brazil and Argentina, fluctuations in exchange rates, particularly between the pound sterling and the U.S. dollar, as well as between the pound sterling and the Nigerian Naira, South African rand, Brazilian real and the Argentinean peso, may adversely affect us. As a result, our business and the price of our ordinary shares may be affected by fluctuations in foreign exchange rates, which may have a significant impact on the results of our operations and cash flows from period to period.
Our ordinary shares trade in U.S. dollars. As a result of fluctuations in the exchange rate between the U.S. dollar and the pound sterling, the U.S. dollar equivalent of the proceeds that a holder of our ordinary shares could decline.
Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and share price.
We are not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act and therefore are not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a publicly traded company, we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in certain of our reports and provide an annual management report on the effectiveness of controls over financial reporting. We will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. As an “emerging growth company,” as defined in the JOBS Act, we may take advantage of certain temporary exemptions from various reporting requirements, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes Oxley Act (and the rules and regulations of the Securities and Exchange Commission thereunder). Once we no longer qualify as an “emerging growth company” under the JOBS Act and lose the ability to rely on the exemptions related thereto discussed above and depending on our status as per Rule 12b-2 of the Exchange Act, as amended, our independent registered public accounting firm may also need to attest to the effectiveness of our internal control over financial reporting under Section 404.
Risks Related to our Intellectual Property and Trademarks
We may not be able to prevent others from the unauthorized use of our intellectual property or trademarks, which could harm our business and competitive position.
We regard our trademarks, copyrights, patents, domain names, know-how, proprietary technologies, and similar intellectual property as critical to our success, and we rely on a combination of intellectual property laws and contractual arrangements, including confidentiality, invention assignment and non-compete agreements with our employees and others, to protect our proprietary rights. Although we are not currently aware of any copycat websites that attempt to cause confusion or diversion of traffic from us at the moment, we may become an attractive target to such attacks in the future because of our brand recognition in the online retail industry in the jurisdictions in which we operate. Despite these measures, any of our intellectual property rights could be challenged, invalidated, circumvented or misappropriated, or such intellectual property may not be sufficient to provide us with competitive advantages.
| 22 |
It is often difficult to register, maintain and enforce intellectual property and trademark rights in the jurisdictions in which we operate. We also have not registered our trademarks or other intellectual property rights in the jurisdictions in which we operate and would need to rely on our intellectual property and trademarks in the United Kingdom, Argentina and Europe to attempt to enforce our rights. Accordingly, we may not be able to effectively protect our intellectual property or trademark rights in the jurisdictions in which we operate. Policing any unauthorized use of our intellectual property is difficult and costly and the steps we take may be inadequate to prevent the infringement or misappropriation of our intellectual property or trademarks. In the event we resort to litigation to enforce our intellectual property and trademark rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources and could put our intellectual property at risk of being invalidated or narrowed in scope. We can provide no assurance that we will prevail in such litigation, and even if we do prevail, we may not obtain a meaningful recovery. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors. Any failure in maintaining, protecting or enforcing our intellectual property or trademark rights could have a material adverse effect on our business, financial condition, and results of operations.
We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.
We cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate patents, copyrights or other intellectual property rights held by third parties. We may from time to time in the future be subject to legal proceedings and claims relating to the intellectual property rights of others. In addition, there may be other third-party intellectual property that is infringed by our services or other aspects of our business. There could also be existing patents of which we are not aware that our Platform may inadvertently infringe. We cannot assure you that holders of patents purportedly relating to some aspect of our Platform or business, if any such holders exist, would not seek to enforce such patents against us in the United Kingdom, the United States, or any other jurisdictions in which we operate. If we are found to have violated the intellectual property rights of others, we may be subject to liability for our infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of our own. In addition, we may incur significant expenses, and may be forced to divert management’s time and other resources from our business and operations to defend against these third-party infringement claims, regardless of their merits. Successful infringement or licensing claims made against us may result in significant monetary liabilities and may materially disrupt our business and operations by restricting or prohibiting our use of the intellectual property in question. Finally, we use open-source software in connection with our products and services. Companies that incorporate open-source software into their products and services have, from time to time, faced claims challenging the ownership of open-source software and compliance with open-source license terms. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open-source software or noncompliance with open-source licensing terms. Some open-source software licenses require users who distribute open-source software as part of their software to publicly disclose all or part of the source code to such software and make available any derivative works of the open-source code on unfavorable terms or at no cost. Any requirement to disclose our source code or pay damages for breach of contract could be harmful to our business, results of operations and financial condition.
Risks Related to our Ordinary Shares and this Offering
It is not possible to predict the actual number of shares we will sell under the Purchase Agreement to Tumim, or the actual gross proceeds resulting from those sales.
On February 26, 2026, we entered into the ELOC Purchase Agreements with Tumim and Amiens, pursuant to which Tumim and Amiens have committed to purchase up to an aggregate of $30,000,000 in ordinary shares, on a pro rata basis, subject to certain limitations and conditions set forth in the ELOC Purchase Agreements. The ordinary shares that may be issued under the ELOC Purchase Agreements may be sold by us to Tumim and Amiens, on a pro rata basis, at our discretion from time to time over a period commencing on the date on which all of the conditions to our right to commence sales of our ordinary shares to Tumim and Amiens set forth in the ELOC Purchase Agreements were satisfied (“Commencement Date”) and ending on March 1, 2028.
| 23 |
We generally have the right to control the timing and amount of any sales of our ordinary shares to Tumim and Amiens under the ELOC Purchase Agreements. Sales of our ordinary shares, if any, to Tumim and Amiens under the ELOC Purchase Agreements will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Tumim and Amiens, on a pro rata basis, all, some or no additional amount of our ordinary shares that may be available for us to sell to Tumim and Amiens pursuant to the ELOC Purchase Agreements.
Because the purchase price per share to be paid by Tumim and Amiens for the ordinary shares that we may elect to sell to them under the ELOC Purchase Agreements, if any, will fluctuate based on the market prices of our ordinary shares for each purchase made pursuant to the ELOC Purchase Agreements, if any, it is not possible for us to predict, as of the date of this prospectus and prior to any such sales, the number of ordinary shares that we will sell to Tumim and Amiens under the ELOC Purchase Agreements, the purchase price per share that Tumim and Amiens will pay for ordinary shares purchased from us under the ELOC Purchase Agreements, or the aggregate gross proceeds that we will receive from those purchases by Tumim and Amiens, on a pro rata basis, under the ELOC Purchase Agreements, if any.
Moreover, the ELOC Purchase Agreements provide that we may sell up to an aggregate of $30,000,000 of our ordinary shares to Tumim and Amiens, and are registering 5,200,000 ordinary shares for resale pursuant to the ELOC Purchase Agreements under this prospectus. If after the Commencement Date, we elect to sell to Tumim and Amiens, on a pro rata basis, all of the ordinary shares being registered for resale under this prospectus that are available for sale by us to Tumim and Amiens under the ELOC Purchase Agreements, depending on the market prices of our ordinary shares for each purchase made pursuant to the ELOC Purchase Agreements, the actual gross proceeds from the sale of the ordinary shares may be substantially less than the $30,000,000 total commitment available to us under the ELOC Purchase Agreements. If it becomes necessary for us to issue and sell to Tumim and Amiens under the ELOC Purchase Agreements more ordinary shares than the shares being registered for resale under this prospectus in order to receive aggregate gross proceeds equal to the total commitment of $30,000,000 under the ELOC Purchase Agreements, we must file with the SEC one or more additional registration statements to register under the Securities Act the resale by Tumim and Amiens of any such additional ordinary shares, which the SEC must declare effective, in each case, before we may elect to sell any additional ordinary shares to Tumim and Amiens under the ELOC Purchase Agreements.
Any issuance and sale by us under the ELOC Purchase Agreements of a substantial amount of ordinary shares in addition to the 5,200,000 ordinary shares being registered for resale by Tumim and Amiens under this prospectus could cause additional substantial dilution to our shareholders. The number of shares of our common stock ultimately offered for sale by Tumim is dependent upon the number of shares of common stock, if any, we ultimately sell to Tumim under the Purchase Agreement.
Investors who buy shares at different times will likely pay different prices.
Pursuant to the ELOC Purchase Agreements, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of ordinary shares sold to Tumim and Amiens. If and when we do elect to sell ordinary shares to Tumim and Amiens, on a pro rata basis, pursuant to the ELOC Purchase Agreements, after the Selling Shareholders have acquired such shares, the Selling Shareholders may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from the Selling Shareholders in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from the Selling Shareholders in this offering as a result of future sales made by us to Tumim and Amiens at prices lower than the prices such investors paid for their shares in this offering.
| 24 |
Issuances of our ordinary shares to the Selling Shareholders may cause substantial dilution to our existing shareholders, the issuance of the ordinary shares acquired by the Selling Shareholders could cause the price of our ordinary shares to decline, and the actual number of ordinary shares we will issue under the ELOC Purchase Agreements, at any one time or in total, is uncertain.
This registration statement of which this prospectus is a part relates to the issuance of up to an aggregate amount of up to 5,200,000 ordinary shares that we may sell to Tumim and Amiens, on a pro rata basis, from time to time prior to the 24-month anniversary of February 26, 2026. The number of shares ultimately offered for resale by the Selling Shareholders under this prospectus is dependent upon the number of ordinary shares we elect to sell to Tumim and Amiens, on a pro rata basis, under the ELOC Purchase Agreements. See “Committed Equity Financing” for more information about our obligations under the ELOC Purchase Agreements.
Depending upon market liquidity at the time, sales of our ordinary shares under the ELOC Purchase Agreements may cause the trading price of our ordinary shares to decline. After the Selling Shareholders have acquired shares under the ELOC Purchase Agreements, they may sell all, some or none of those shares. Sales to Tumim and Amiens by us, on a pro rata basis, pursuant to the ELOC Purchase Agreements under this prospectus may result in substantial dilution to the interests of other holders of our ordinary shares. The resale of a substantial number of ordinary shares by the Selling Shareholders in this offering, or anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales. We have the right to control the timing and amount of any sales of our ordinary shares to Tumim and Amiens, and the ELOC Purchase Agreements may be terminated by us at any time at our discretion without penalty.
The extent to which we rely on Tumim and Amiens as a source of funding will depend on a number of factors, including the prevailing market price of our ordinary shares and the extent to which we are able to secure working capital from other sources.
Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our ordinary shares.
We cannot assure you that our securities will continue to be listed on Nasdaq. In order to maintain our listing on Nasdaq, we will be required to comply with certain Nasdaq continuing listing rules, including those regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, corporate governance and various additional requirements. If we are unable to satisfy Nasdaq criteria for maintaining our listing, our securities could be subject to delisting. Such a delisting would likely have a negative effect on the price of our ordinary shares and would impair your ability to sell or purchase our ordinary shares when you wish to do so. In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our ordinary shares to become listed again, stabilize the market price or improve the liquidity of our ordinary shares, prevent our ordinary shares from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.
If in the future Depository Trust Company (“DTC”) determines that the Company’s ordinary share are not eligible for deposit and clearing within the facilities of the DTC, then transactions in our ordinary shares may be disrupted.
The facilities of DTC are a widely-used mechanism that allow for rapid electronic transfers of securities between the participants in the DTC system, which include many large banks and brokerage firms. DTC and its affiliates will not provide any services to an issuer with respect to UK securities or otherwise act with respect to UK securities if either DTC or its affiliates would be liable for any UK stamp duty or UK stamp duty reserve tax (“SDRT”) liabilities.
| 25 |
To prevent DTC or its affiliates from being liable for any UK stamp duty or UK SDRT liabilities with respect to our ordinary shares, the Company is required to enter into a Special Eligibility Agreement for Securities (the “SEAS”) with DTC at the closing, whereby the Company will agree to indemnify DTC for any UK stamp duty and/or UK SDRT liabilities that may be assessed upon DTC as a result of DTC’s service as a depository and clearing agency for our ordinary shares.
On the basis that all our ordinary shares that enter the DTC system do so either by way of a direct share issue into the DTC or by way of a transfer from a depositary receipts system into the DTC, and to the extent that all subsequent transfers of such ordinary shares then occur within the DTC itself, no UK stamp duty or UK SDRT liabilities should arise in this regard based on current UK law. Further, any subsequent transfer of ordinary shares from a depositary receipts system into the DTC, and any subsequent transfer of such ordinary shares within the DTC itself, should not give rise to any UK stamp duty or UK SDRT liabilities based on current UK law.
It is expected that our entry into the SEAS with DTC will result in DTC agreeing to accept the ordinary shares for deposit and clearing within its facilities upon the Closing. However, DTC is not obligated to accept the ordinary shares for deposit and clearing within its facilities upon the Closing and, even if DTC does initially accept the ordinary shares, DTC generally will have discretion to cease to act as a depository and clearing agency for the ordinary shares. For example, where DTC or one of its affiliates becomes liable for or there is a change in any UK law that would cause DTC or any of its affiliates to be liable for any UK stamp duty or UK SDRT liabilities with respect to the ordinary shares, DTC may determine that the ordinary shares are no longer eligible for clearance. In addition, if the Company breached certain provisions of the SEAS, including if the Company’s legal counsels withdrew their respective legal opinions after the Closing or the Company failed to replace its transfer agent following such transfer agent’s resignation, DTC could determine that our ordinary shares were no longer eligible for clearance. In such an event, it is expected that DTC will agree to provide us with advance notice and assist us, to the extent possible, with efforts to mitigate adverse consequences.
If DTC determined at any time after the Closing that our ordinary shares are not eligible for continued deposit and clearance within its facilities, then our ordinary shares may be delisted from Nasdaq and the Company may be unable to list our ordinary shares on another national securities exchange. If that were to occur, the Company would likely lose any active trading market for our ordinary shares, as our ordinary shares may then only be traded on one of the over-the-counter markets, if at all. If this were to occur, it is anticipated that the Company may face significant material adverse consequences, including one or more of the following:
| ● | a limited availability of market quotations for our ordinary shares; | |
| ● | significantly reduced liquidity and efficiency of the trading market for our ordinary shares; | |
| ● | the price of our ordinary shares would likely decrease and may be subject to greater volatility as a result of the loss of market efficiencies associated with Nasdaq or other trading markets; | |
| ● | holders may be unable to sell or purchase our ordinary shares when they wish to do so; | |
| ● | the Company may lose the interest of institutional investors in our ordinary shares; | |
| ● | a determination that our ordinary shares are a “penny stock” that will require brokers trading in such securities to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our ordinary shares; | |
| ● | the Company may become subject to shareholder litigation; | |
| ● | a limited amount or complete loss of media, news and analyst coverage of the Company; and | |
| ● | a decreased ability to issue additional securities or obtain additional financing in the future. |
| 26 |
Further, the National Securities Markets Improvement Act of 1996 (“NSMIA”), which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our ordinary shares are anticipated to be listed on Nasdaq, such ordinary shares are expected to qualify as covered securities under such statute. Although states are preempted from regulating the sale of our ordinary shares, the federal statute does allow states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. If our ordinary shares are no longer listed on Nasdaq or another national securities exchange (including as a result of DTC deeming our ordinary shares to be ineligible for deposit and clearing within the facilities of the DTC), our ordinary shares would not qualify as covered securities under NSMIA and the Company would be subject to regulation in each state in which the Company offers our ordinary shares.
Transfers of the ordinary shares may be subject to stamp duty or stamp duty reserve tax in the U.K., which would increase the cost of dealing in the Company’s securities.
In the U.K., SDRT is imposed on certain transfers of chargeable securities, including securities of U.K.-incorporated companies. However, under current case law and His Majesty’s Revenue & Customs’ published practice, no U.K. stamp duty or SDRT should arise on the issuance or transfer of ordinary shares into a depository or clearance system if it forms an integral part of a capital-raising transaction. Any stamp duty or SDRT payable on transferring underlying securities to a depository or clearance system is typically borne by the transferors or participants in the system.
Once ordinary shares are deposited with a depository, such as the DTC, transfers generally occur electronically in book-entry form. Under current U.K. law, these transfers do not attract stamp duty or SDRT, provided no written instrument of transfer is used. However, if U.K. law changes to impose SDRT or stamp duty on transfers through DTC, this could increase transaction costs. Transfers of title to the underlying securities from the depository to another person, or subsequent transfers, generally attract stamp duty or SDRT, which is payable by the transferee.
We have never paid dividends on our capital shares, and we do not anticipate paying dividends for the foreseeable future.
We have never declared or paid any cash dividends on our capital shares, and we do not anticipate paying any cash dividends in the foreseeable future. The payment of dividends, if any, in the future is within the discretion of our board of directors and will depend on our earnings, capital requirements and financial condition and other relevant facts. We currently intend to retain all future earnings, if any, to finance the development and growth of our business. Accordingly, you must rely on the sale of your ordinary shares after price appreciation, which may never occur, as the only way to realize any future gain on your investment.
Our principal shareholders and management own a significant percentage of our ordinary shares and will be able to exert significant control over matters subject to shareholder approval.
After this offering, our directors, officers, holders of more than 5% of our outstanding ordinary shares and their respective affiliates will beneficially own shares representing approximately 70% of our outstanding shares. As a result, these shareholders, if they act together, will be able to influence our management and affairs and all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change in control of our Company and might affect the market price of our ordinary shares.
An investment in our company may involve tax implications, and you are encouraged to consult your own advisors as neither we nor any related party is offering any tax assurances or guidance regarding our company or your investment.
An investment in our company generally involves complex tax considerations. Neither His Majesty’s Revenue & Customs nor any taxing authority in another jurisdiction has reviewed the transactions described herein, and any taxing authority may take different positions than the ones contemplated by management. You are strongly urged to consult your own tax and other advisors prior to investing, as neither we nor any of our officers, directors or related parties is offering you tax or similar advice, nor are any such persons making any representations and warrants regarding such matters.
| 27 |
We are an emerging growth company and the reduced disclosure requirements applicable to emerging growth companies may make our ordinary shares less attractive to investors.
We are an emerging growth company, as defined in the JOBS Act, and we may take advantage of certain exemptions from various requirements that are applicable to other public companies that are not emerging growth companies.
For as long as we remain an emerging growth company we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not “emerging growth companies.” These exemptions include:
| ● | being permitted to provide only two years of audited financial statements, in addition to any required unaudited condensed interim financial statements, with correspondingly reduced “Management’s discussion and analysis of financial condition and results of operations” disclosure; | |
| ● | not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting; | |
| ● | not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; | |
| ● | reduced disclosure obligations regarding executive compensation; and | |
| ● | exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. |
We will remain an emerging growth company until the earliest to occur of: (i) our reporting $1.235 billion or more in annual gross revenues; (ii) the end of fiscal year 2029; (iii) our issuance, in a three year period, of more than $1 billion in non-convertible debt; and (iv) the end of the fiscal year in which the market value of our ordinary shares held by non-affiliates exceeded $700 million on the last business day of our second fiscal quarter.
We have elected to take advantage of certain of the reduced disclosure obligations and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our shareholders may be different than the information you might receive from other public reporting companies in which you hold equity interests.
When we are no longer deemed to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. We cannot predict if investors will find our ordinary shares less attractive as a result of our reliance on exemptions under the JOBS Act. If some investors find our ordinary shares less attractive as a result, there may be a less active trading market for our ordinary shares and our share price may be more volatile.
We are a “smaller reporting company” and, even if we no longer qualify as an emerging growth company, we may still be subject to reduced reporting requirements.
We are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either: (i) the market value of our ordinary shares held by non-affiliates does not equal or exceed $250 million as of the prior June 30th; or (ii) our annual revenues did not equal or exceed $100 million during such completed fiscal year. To the extent we take advantage of such reduced disclosure obligations, it may also make the comparison of our financial statements with other public companies difficult or impossible.
| 28 |
Risks Related to Investing in a Foreign Private Issuer or United Kingdom Company
We are a “foreign private issuer” under the rules and regulations of the SEC and, as a result, are exempt from a number of rules under the Exchange Act and are permitted to file less information with the SEC than a company incorporated in the United States.
We are incorporated as a public limited company in England and Wales and are deemed to be a “foreign private issuer” under the rules and regulations of the SEC. As a foreign private issuer, we are exempt from certain rules under the Exchange Act that would otherwise apply if we were a company incorporated in the United States, including:
| ● | the requirement to file periodic reports and financial statements with the SEC as frequently or as promptly as United States companies with securities registered under the Exchange Act; | |
| ● | the requirement to file financial statements prepared in accordance with U.S. GAAP; | |
| ● | the proxy rules, which impose certain disclosure and procedural requirements for proxy or consent solicitations; and | |
| ● | the requirement to comply with Regulation FD, which imposes certain restrictions on the selective disclosure of material information. |
In addition, our officers, directors and principal shareholders are exempt from the reporting and “short swing” profit recovery provisions of Section 16 of the Exchange Act and the related rules with respect to their purchases and sales of our ordinary shares. Accordingly, you may receive less information about us than you would receive about a public company incorporated in the United States and may be afforded less protection under the United States federal securities laws than you would be if we were incorporated in the United States.
As a foreign private issuer, we are not required to comply with many of the corporate governance standards of Nasdaq applicable to companies incorporated in the United States.
Our board of directors is required to maintain an audit committee comprised solely of three or more directors satisfying the independence standards of Nasdaq applicable to audit committee members; however, as of the date of this prospectus, our audit committee does not satisfy this requirement. Pursuant to the cure period provided under Nasdaq Rule 5605(c), we intend to regain compliance by March 9, 2027 or our next annual shareholder meeting. As a foreign private issuer whose ordinary shares are listed on Nasdaq, we are not required to comply with most of the other corporate governance rules of Nasdaq and have the option to follow certain UK corporate governance practices rather than those of Nasdaq, except to the extent that such laws would be contrary to U.S. securities laws and provided that we disclose the practices we are not following and describe the home country practices. While we intend to comply with the rules generally applicable to U.S. domestic companies listed on Nasdaq, we may in the future decide to use other foreign private issuer exemptions with respect to some or all of the other Nasdaq listing requirements. Following our home country governance practices, as opposed to the requirements that would otherwise apply to a company listed on Nasdaq, may provide less protection than is accorded to investors under Nasdaq listing requirements applicable to domestic issuers. For example, there is no requirement in the UK corporate governance rules for independent directors to have regularly scheduled meetings at which independent directors are present, or for the nomination committee to be solely comprised of independent directors. In addition, the roles and responsibilities of the various board committees are different under the corporate governance rules in the United Kingdom when compared to the Nasdaq listing requirements.
| 29 |
We intend to rely on the “foreign private issuer exemption” with respect to the following requirements:
| ● | We do not follow Nasdaq Rule 5605(b) regarding independence requirements of the majority of the board of directors. Pursuant to the Companies Act, the board of directors is not required to be comprised of a majority of independent directors. | |
| ● | We do not follow Nasdaq Rule 5620(c) regarding quorum requirements applicable to meetings of shareholders. Such quorum requirements are not required under English law. In accordance with generally accepted business practice, our amended and restated articles of association and the Companies Act 2006 (the “Companies Act”) provide alternative quorum requirements that are generally applicable to meetings of shareholders. | |
| ● | We do not follow Nasdaq Rule 5635(c) regarding shareholder approval requirements for the issuance of securities in connection with a share option or purchase plan that is established or materially amended or other equity compensation arrangement is made or materially amended. Pursuant to the Companies Act, we cannot allot shares or grant rights to subscribe for or to convert any security into shares in the Company without an ordinary resolution of the shareholders. | |
| ● | We do not follow Nasdaq Rule 5635(d) regarding shareholder approval requirements for the issuance of more than 20% of the outstanding ordinary shares of the issuer. Pursuant to the Companies Act, we cannot allot ordinary shares or grant rights to subscribe for or to convert any security into ordinary shares in the Company without an ordinary resolution of the shareholders. |
Except as stated above, we intend to comply with the rules generally applicable to U.S. domestic companies listed on Nasdaq. We may in the future decide to use other foreign private issuer exemptions with respect to some or all of the other Nasdaq listing requirements. Following our home country governance practices, as opposed to the requirements that would otherwise apply to a company listed on Nasdaq, may provide less protection than is accorded to investors under Nasdaq listing requirements applicable to domestic issuers.
It may be difficult for you to bring any action or enforce any judgment obtained in the United States against us or members of our Board, which may limit the remedies otherwise available to you.
We are incorporated as a public limited company in England and Wales and all of our assets are located outside the United States. In addition, all of the members of our board of directors are nationals and residents of countries outside the United States, including the United Kingdom. Most or all of the assets of these individuals are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or to enforce judgments obtained in U.S. courts against them or us, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws.
The United States and the United Kingdom do not currently have a treaty providing for the reciprocal recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters. Consequently, a final judgment for payment given by a court in the United States, whether or not predicated solely upon U.S. securities laws, is not automatically recognized or enforceable in England and Wales. In addition, uncertainty exists as to whether the English and Welsh courts would entertain original actions brought in England and Wales against us or our directors or executive officers predicated upon the securities laws of the United States or any state in the United States. Any final and conclusive monetary judgment for a definite sum obtained against us in U.S. courts would be treated by the courts of England and Wales as a cause of action in itself and sued upon as a debt so that no retrial of the issues heard in the U.S. courts would be necessary, provided that certain requirements are met consistent with English law (i.e. jurisdictional requirements. and public policy). Whether these requirements are met in respect of a judgment based upon the civil liability provisions of the U.S. securities laws is an issue for the English court making such decision. If an English court gives judgment for the sum payable under a U.S. judgment, the English judgment will be enforceable by methods generally available for this purpose.
As a result, U.S. investors may not be able to enforce against us or our executive officers, board of directors or certain experts named herein who are residents of the United Kingdom or countries other than the United States any judgments obtained in U.S. courts in civil and commercial matters, including judgments under the U.S. federal securities laws.
| 30 |
We intend to operate so as to be treated exclusively as a resident of the United Kingdom for tax purposes, but the relevant tax authorities may treat us as also being a resident of another jurisdiction for tax purposes or as otherwise being subject to income tax in another jurisdiction.
Under English law we are treated as a resident of the United Kingdom for tax purposes because we are incorporated in the United Kingdom.
The tax authorities of another jurisdiction, for example the U.S., may treat us as also being a resident of that other jurisdiction for tax purposes or otherwise subject to income tax in such other jurisdiction, where for example it considers that we exercise management and control from that other jurisdiction or are engaged in trade or business activities in such other jurisdiction. Because this analysis is highly factual and may depend on future changes in our management and organizational structure, there can be no assurance regarding the final determination of our tax residence or whether we will be subject to income tax in any other jurisdictions. However, on the basis that we operate such that, (i) meetings of our board of directors in which strategic decisions will be made will be held on not less than a quarterly basis in the United Kingdom; (ii) all or the majority of directors present at each board meeting will, save in extremis, be physically present in the United Kingdom; (iii) decision making by way of written resolution will be limited to minor decisions required to bring into effect strategic decisions that have already been taken by the board of directors in meetings convened in the United Kingdom, and only on points of detail rather than on key decisions; (iv) non-UK resident directors will not act outside of the powers which have been delegated to them in meetings of the Board; (v) at those meetings there are and will be full discussions of, and decisions are made regarding, all key strategic issues affecting us and our subsidiaries; (vi) those meetings are and will be properly minuted noting the location of directors at the time of such meeting; and (vii) we have and will have permanent staffed office premises in the United Kingdom providing key functions, then we anticipate that the risks are low of us being treated as resident for tax purposes in any jurisdiction other than the United Kingdom or otherwise being subject to income tax in another jurisdiction. Such analysis is always subject to the tax residence and other tax rules of that other jurisdiction. Should we be treated as resident for tax purposes in another jurisdiction other than the United Kingdom or otherwise having economic substance or being subject to income tax in another jurisdiction, we would be subject to taxation in such jurisdiction in accordance with such jurisdiction’s laws, which could result in additional costs and expenses. However, if that is the case, where (a) that other jurisdiction has a double tax treaty with the United Kingdom and (b) there is a tiebreaker provision in that tax treaty which allocates exclusive residence to either that other jurisdiction or the United Kingdom, there should be no double taxation although our overall effective tax rate may increase if the other jurisdiction’s tax rate is greater. If there is double taxation, we may in certain circumstances be able to claim unilateral credit against United Kingdom taxes in respect of taxes paid in that other jurisdiction, capped at the lower of the United Kingdom tax rate and the overseas tax rate on the relevant income or gains.
The UK City Code on Takeovers and Mergers, or the Takeover Code, may apply to the Company.
The Company is incorporated in, and has its registered office in, the United Kingdom, but its securities are not admitted to trading on a regulated market or multilateral trading facility in the United Kingdom (or a stock exchange in the Channel Islands or the Isle of Man). The City Code shall only apply to the Company if it is considered by the Panel to have its place of central management and control in the United Kingdom (or the Channel Islands or the Isle of Man). This is known as the “residency test”. The way in which the test for central management and control is applied for the purposes of the City Code may be different from the way in which it is applied by the United Kingdom tax authorities, HMRC. For the purposes of determining where the Company has its place of central management and control, the Panel will consider, among other things, the structure of the board of directors, the functions of the board of directors and where they are resident.
A majority of the board of directors resides outside of the UK, the Channel Islands and the Isle of Man. Accordingly, based upon the Company’s current board of directors and management structure and its intended plans for its directors and management, for the purposes of the City Code, the Company is considered to have its place of central management and control outside of the UK, the Channel Islands or the Isle of Man. Therefore, the City Code is not expected to apply to the Company.
It is possible that, in the future, circumstances, and in particular the board of directors’ place of central management, could change which may cause the City Code to apply to the Company, and it is at this point that the Company and its shareholders would have the benefit of the protections that the City Code affords, including, but not limited to, under Rule 9 of the City Code as set out below.
| 31 |
The City Code is issued and administered by the Panel and provides a framework within which takeovers of companies subject to it are conducted. In particular, the City Code contains certain rules in respect of mandatory offers. Under Rule 9 of the City Code, if a person:
| (a) | acquires, whether by a series of transactions over a period of time or not, an interest in our shares which, when taken together with shares in which he or persons acting in concert with him are interested, carries 30% or more of the voting rights of our shares (which percentage is treated by the City Code as the level at which effective control is obtained); or | |
| (b) | who, together with persons acting in concert with him, is interested in shares that in the aggregate carry not less than 30% and not more than 50% of the voting rights in us, acquires additional interests in shares that increase the percentage of shares carrying voting rights in which that person is interested, |
the acquirer, and depending on the circumstances, its concert parties would be required (except with the consent of the Panel) to make a cash offer to all other shareholders for all of their shares in our capital at a price not less than the highest price paid for any interests in the shares by the acquirer or its concert parties during the 12 months before the offer was announced.
In addition, if at the time of a takeover offer, the Panel determines that the Company’s place of central management and control is in the UK, the Company would be subject to a number of rules and restrictions under the City Code which could delay, prevent or make it more difficult to consummate a merger, tender offer, proxy contest or change of control. This includes, but not limited to, the following: (i) the Company’s ability to enter into deal protection arrangements with a bidder would be extremely limited; (ii) the Company might not, without the approval of shareholders, be able to perform certain actions that could have the effect of frustrating an offer, such as issuing shares or carrying out acquisitions or disposals; and (iii) the Company would be obliged to provide equality of information to all bona fide competing bidders.
If we are deemed or become a passive foreign investment company (“PFIC”), for U.S. federal income tax purposes, this may result in adverse U.S. federal income tax consequences for U.S. taxpayers that are holders of our ordinary shares.
We will be treated as a PFIC for U.S. federal income tax purposes in any taxable year in which either (1) at least 75% of our gross income is “passive income” or (2) on average at least 50% of our assets by value produce passive income or are held for the production of passive income. Passive income for this purpose generally includes, among other things, certain dividends, interest, royalties, rents and gains from commodities and securities transactions and from the sale or exchange of property that gives rise to passive income. Passive income also includes amounts derived by reason of the temporary investment of funds, including those raised in a public offering. In determining whether a non-U.S. corporation is a PFIC, a proportionate share of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken into account.
We do not believe we were a PFIC for 2024, but there can be no assurance that we were not a PFIC for 2024 or that the United States Internal Revenue Service (the “IRS”), will agree with any position we take regarding PFIC status for such taxable year. There can also be no assurance that we will not be a PFIC in 2025 or for any other taxable year, as our operating results for any such years may cause us to be a PFIC. If we were to be characterized as a PFIC for U.S. federal income tax purposes in any taxable year during which a U.S. Holder (as defined under “Taxation – Certain United States Taxation Matters”) owns our ordinary shares, and such U.S. Holder does not make an election to treat us as a “qualified electing fund,” or a QEF, or make a “mark-to-market” election, then “excess distributions” to a U.S. Holder, and any gain realized on the sale or other disposition of our ordinary shares will be subject to special rules. Under these rules: (1) the excess distribution or gain would be allocated ratably over the U.S. Holder’s holding period for the ordinary shares; (2) the amount allocated to the current taxable year and any period prior to the first day of the first taxable year in which we were a PFIC would be taxed as ordinary income; and (3) the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year. In addition, if the IRS determines that we are a PFIC for a year with respect to which we have determined that we were not a PFIC, it may be too late for a U.S. Holder to make a timely QEF or mark-to-market election. U.S. Holders who hold or have held our ordinary shares during a period when we were or are a PFIC will be subject to the foregoing rules, even if we cease to be a PFIC in subsequent years, subject to exceptions for U.S. Holders who made a timely QEF or mark-to-market election. However, because we do not intend to prepare or provide the information that would permit the making of a valid QEF election, such an election will not be available to U.S. Holders.
| 32 |
COMMITTED EQUITY FINANCING
On February 26, 2026, we entered into the ELOC Purchase Agreements and the associated Registration Rights Agreements (the “ELOC Registration Rights Agreements”) with Tumim and Amiens. Pursuant to the ELOC Purchase Agreements, we have the right, but not the obligation, to issue and sell to Tumim and Amiens, on a pro rata basis, up to an aggregate of $30,000,000 worth of newly issued ordinary shares, from time to time during the term of the ELOC Purchase Agreements, subject to certain conditions and limitations. The commitment amount under each ELOC Purchase Agreement is $15,000,000. Sales of ordinary shares pursuant to the ELOC Purchase Agreements, and the timing of any sales, are solely at our option and we are under no obligation to sell securities pursuant to this arrangement. Ordinary shares may be sold by us pursuant to this arrangement over a period of up to 24 months until March 1, 2028.
Upon the satisfaction of the conditions in the ELOC Purchase Agreements, including that a registration statement that the Company agreed to file with the SEC pursuant to the ELOC Registration Rights Agreements is declared effective by the SEC and a final prospectus in connection therewith is filed with the SEC (such event, the “Commencement”), the Company will have the right, but not the obligation, from time to time and at our sole discretion during the term of ELOC Purchase Agreements, to direct Tumim and Amiens, on a pro rata basis, to purchase amounts of ordinary shares as set forth in the ELOC Purchase Agreements (each, a “Share Purchase”) on any trading day, so long as, (i) at least three trading days have elapsed since the trading day on which the most recent purchase notice to purchase ordinary shares under the ELOC Purchase Agreements was delivered by us to each of Tumim and Amiens, (ii) we do not delivery a purchase notice on any trading day during the VWAP Purchase Valuation Period (as defined in the ELOC Purchase Agreements) for any prior purchase notice, (iii) at least three trading days have elapsed since the trading day on which ordinary shares were issued under Convertible Notes issued by us to 3i and Alto, (iv) all ordinary shares subject to all prior purchases by Tumim and Amiens under the ELOC Purchase Agreements have theretofore been received by Tumim and Amiens electronically as set forth in the ELOC Purchase Agreements and (v) we simultaneously deliver a purchase notice to each of Tumim and Amiens on the same terms and on a pro rata basis.
We will control the timing and amount of any sales of ordinary shares to Tumim and Amiens. Actual sales of ordinary shares to Tumim and Amiens under the ELOC Purchase Agreements will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of the ordinary shares, trading volume of the ordinary shares and determinations by us as to the appropriate sources of funding for us and our operations. The net proceeds from sales, if any, under the ELOC Purchase Agreements, will depend on the frequency and prices at which we sell ordinary shares to Tumim and Amiens.
Under each ELOC Purchase Agreements, in all instances, we may not sell ordinary shares to Tumim or Amiens under the ELOC Purchase Agreements if it would result in Tumim or Amiens, individually, beneficially owning more than 4.99% of the outstanding ordinary shares. Such limitation may be increased by the Tumim or Amiens to 9.99% in accordance with the ELOC Purchase Agreements.
Pursuant to the terms of each ELOC Registration Rights Agreement, we have agreed to file with the SEC a registration statement on Form F-1 to register for resale under the Securities Act the ordinary shares that may be issued to Tumim and Amiens under its ELOC Purchase Agreements within thirty (30) calendar days following the date of the ELOC Registration Rights Agreements. Pursuant to each ELOC Registration Rights Agreement, we are required to use commercially reasonable efforts to have such registration statement declared effective by the SEC within the time period set forth in the ELOC Registration Rights Agreements.
The ELOC Purchase Agreements and the ELOC Registration Rights Agreements contain customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.
Each ELOC Purchase Agreement will automatically terminate on the earliest to occur of (i) the first day of the next month following the 24-month anniversary of the date of the ELOC Purchase Agreement, (ii) the date on which Tumim and Amiens, respectively, shall have purchased the total commitment worth of ordinary shares, (iii) the date on which the ordinary shares shall have failed to be listed or quoted on Nasdaq or any other eligible market, (iv) thirty (30) trading days after we commence a voluntary bankruptcy proceeding or any person commences a proceeding against us, or (v) the date on which a custodian is appointed for us or for all or substantially all of our property, or we make a general assignment for the benefit of our creditors. We have the right to terminate each ELOC Purchase Agreement at any time after Commencement, at no cost or penalty, upon five (5) trading days’ prior written notice to Tumim and Amiens. Neither us nor Tumim or Amiens may assign or transfer their rights and obligations under the ELOC Purchase Agreements or the ELOC Registration Rights Agreements.
| 33 |
USE OF PROCEEDS
We will not receive any proceeds from the sale of the ordinary shares by the Selling Shareholders. However, we may receive gross proceeds of up to approximately $30 million in from the sale of ordinary shares to Tumim and Amiens under the ELOC Purchase Agreements. Any proceeds will be used for general corporate and working capital or for other purposes that the board of directors, in their good faith, deems to be in the best interest of the Company.
| 34 |
DETERMINATION OF OFFERING PRICE
The Selling Shareholders will offer ordinary shares at the prevailing market prices or privately negotiated price.
The offering price of our ordinary shares by the Selling Shareholders does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market.
In addition, there is no assurance that our ordinary shares will trade at market prices in excess of the offering price as prices for ordinary shares in any public market will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.
| 35 |
MARKET INFORMATION FOR SECURITIES AND DIVIDEND POLICY
Our ordinary shares are currently listed on Nasdaq under the symbols “RCT”. The last reported sale price of our ordinary shares on Nasdaq on March 11, 2026 was $0.89 per ordinary share.
Holders of Record
As of March 11, 2026, we had approximately two (2) holders of record of our ordinary shares. Because many of our ordinary shares are held by brokers and other institutions on behalf of shareholders, this number is not indicative of the total number of shareholders represented by these shareholders of record.
Dividends
We have not declared or paid dividends to shareholders since inception and do not plan to pay cash dividends in the foreseeable future. We currently intend to retain earnings, if any, to finance our growth.
Issuer Purchases of Equity Securities
None.
| 36 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations together with the section titled “Summary of Financial Information” and our financial statements and related notes included elsewhere in this prospectus. Data as of and for the years ended December 31, 2024 and 2023 has been derived from our audited consolidated financial statements appearing at the end of this prospectus. Data as of and for the six months ended June 30, 2025 and 2024 has been derived from our unaudited condensed interim consolidated financial statements appearing at the end of this prospectus. Results for any interim period should not be construed as an inference of what our results would be for any full fiscal year or future period. This discussion and other parts of this prospectus contain forward-looking statements, such as those relating to our plans, objectives, expectations, intentions, and beliefs, which involve risks and uncertainties. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” included elsewhere in this prospectus.
Overview
RedCloud offers an AI-powered Open Commerce Platform for B2B trade. We connect FMCG brands and distributors (the sellers) with retailers (the buyers) on a single platform, providing AI-powered insights, data, and marketing reach to help these stakeholders make better selling and buying decisions.
The AI-powered platform is designed to solve supply chain inefficiencies and counteract counterfeit goods. Full commercialization of the Platform commenced in the first quarter of 2022. Our Platform has a large and diverse group of brands and distributors offering goods in a wide range of FMCG categories. Current markets of operation are Nigeria, South Africa, Argentina, and Brazil. We conducted a pilot program of our Platform services in Peru as well but received minimal revenue and are winding down the program. These initial markets were selected due to highly fragmented B2B supply chains and favorable demographics. Based on the existing infrastructure from partnerships and relationships with payment providers, who operate in 35 countries, we believe we can more easily initiate operations in those countries.
Being a platform business, we view our business model as being more efficient with regards to the deployment of capital. Specifically, we do not engage in direct sales or compete with our sellers in any way. We do not handle or hold inventory, have no warehouses or fulfillment centers, and do not own or operate delivery vehicles. Instead, we host a platform service for FMCG brands, distributors and retailers, creating efficiencies and growth of B2B trade flows, and take a commission on these trades.
Since we commenced operations in the second quarter of 2022, our business has grown substantially. As our Platform scales, we believe an increased numbers of brands and distributors on the Platform will attract more retailers onto the Platform (due to the increasing value proposition of choice, convenience and cost), more retailers in turn bring more brands and distributors to the Platform.
We generate our revenue by applying a transaction based revenue to the TTV (as defined below). The transaction based revenue we apply is different for our distributors in different jurisdictions and ranges from 1% to 5% of the TTV. For the six months ended June 30, 2025, the blended transaction based revenue equated to 1.5% of the TTV. For the fiscal year ended December 31, 2024, the blended transaction based revenue equated to 1.9% of the TTV. The transaction based revenue is paid solely by the distributors. The retailers on the Platform do not pay us any fees on transactions. “TTV” means the total value of goods sold in a transaction on our Platform.
Key Performance Indicators
Distributors Count
We believe the success of the Platform is driven by the breadth and quality of the products offered on the Platform, which depends largely on the number of quality and trustworthy distributors we can attract to make sales on the Platform. To accomplish this goal, our sales acquisition team seeks distributors that sell fast-moving high-demand product categories. As of June 30, 2025, we had 813 active distributors, which we define as distributors that have made sales on the Platform in the previous three months, up 104% from 399 distributors we had on June 30, 2024. We expect these numbers to continue to increase as we expand our Platform across our key markets.
| 37 |
Retailers Count
We believe our success is also a function of the number of active retailers, which we define as retailers that have made purchases on the Platform in the previous three months, and the amount that they spend on products on the Platform. We attract new distributors by illustrating to them the large number of potential new retailers our Platform offers them because our revenue is generated from the transaction based revenue we charge distributors. As of June 30, 2025, we had 51,460 active retailers, which we define as retailers that have sales recorded on the Platform in the previous three months, up 135% from 21,865 retailers we had on June 30, 2024. We also expect this number to continue to increase as we expand our Platform across our key markets.
Stock Keeping Unit (“SKU”) Count
Our Platform allows our distributors to list their products to encourage range sales and give our retailers maximum choice. We believe a key driver of our success is our ability to provide our retailers with choices, both in the number and variety of distributors, and availability of a wide array of products and brands such as canned products, powdered milk, biscuits, cooking oil, juices, pastas, and noodles. Specifically, among other brands, we sell major brands such as Diageo (alcoholic beverages), Dano (dairy), Yale & Pure Bliss (biscuits), Golden Penny and Grand (cooking oil) & Chivita (juices). In some cases, we have also integrated with the ERPs (Enterprise Resource Planning systems) of our distributors and brands to replicate their product database into our master.
As of June 30, 2025, there were over 192,000 SKUs available on our Platform. Of the over 192,000 SKUs that were available, 35,201 SKUs were traded on the Platform in the six months ended June 30, 2025, up 135% from 14,949 SKUs traded on the Platform in the six months ended June 30, 2024. These 35,201 traded SKUs were from 2,501 different brands. We believe that the number of SKUs available will continue to increase and expect that to correlate to an increase in the number of SKUs traded on the Platform. We also intend to be more proactive going forward as to flagging and managing dormant products and categories and removing them from our Platform to enhance our customer experience. Dormant products and categories have not had a material impact on our results of operations.
Total Transaction Value (“TTV”)
We define TTV as the total value of goods sold in a transaction on our Platform. Our aggregate TTV increased from $944,262,845 in the six months ended June 30, 2024 to $1,205,519,790 in the six months ended June 30, 2025. We believe the increase can be attributed to the rapid increase in the number of products offered on the Platform during 2024, the introduction of a tier-based model of marketing promotions, and increasing trust in the Platform with repeat usage.
Average Transaction Value
Despite of the increased number of brands, distributors and retailers, average transaction value decreased from $6,288 in the six months ended June 30, 2024 to $3,842 in the six months ended June 30, 2025. The decrease in average transaction value was a direct and anticipated result of our deliberate strategic expansion into Nigeria’s open market retail segment. As a consequence, the composition of our retail network shifted substantially toward a larger base of smaller-format retailers whose individual purchasing capacity is structurally lower than that of the wholesalers and larger retail partners.
Number of Orders
Orders placed on our Platform go through a cycle of pending to completed with options for the distributor to fulfil, partially fulfil, or cancel an order based on factors such as inventory availability. We only apply our transaction based revenue to orders that are delivered and accepted by retailers, which is when we consider the order completed. Since we are a business that solely connects B2B retailers and distributors, we do not play any role in the delivery and acceptance process. In the scenario that there is a return on an order, it is managed between the distributor and the retailer directly, with RedCloud processing any invoice adjustment as required. The fulfilment rate (order placed, shipped, invoice, completed) on orders on the Platform was 95% in 2023.
| 38 |
Orders on our Platform increased significantly in the six months ended June 30, 2025. Specifically, the number of orders completed was 313,735 in the six months ended June 30, 2025, up over 109% compared to 150,159 in the six months ended June 30, 2024.
Components of Results of Operations
Revenue
RedCloud’s revenue is currently generated from the distributors on the Platform in the form of a transaction based revenue on the TTV of the goods that they sell on our Platform. For the six months ended June 30, 2025, the average transaction based revenue was approximately 1.5% of the TTV. Revenue is calculated by multiplying the TTV on an order by the transaction based revenue on such order.
Operating Expenses
Our operating expenses consist primarily of:
| ● | General and administrative expenses that primarily include staff recruitment costs, postage and freight (shipping of laptops etc. to staff), office rent and credit losses on non-recoverable receivables from customers; | |
| ● | Salaries, benefits, contractor costs, including commissions paid to our sales agents, for our employees and contractors and the field contractors across our markets of operations; | |
| ● | Marketing and commissions which mainly consists of check-out vouchers for our retailers use, specifically, payments we make to certain of our retailers to encourage them to sell products on our Platform. | |
| ● | Our research and development expenses primarily are comprised of the salary of our employees and consultants for those individuals engaged in research, design and development activities. | |
| ● | Product and technology development expenses mainly consisting of hosting services (AWS), and software licensing (Snowflake, Biztory, Atlassian, ThoughtSpot and CM Telecom UK); | |
| ● | Professional fees which mainly consisted of audit and our initial public offering (“IPO”) related costs, general and tech consulting; and | |
| ● | Depreciation and amortization which relates mainly to the amortization of intangible assets (capitalization of development costs for the marketplace/ product). |
Other Income (Expenses)
Interest expenses on the outstanding shareholder loans (including outstanding convertible notes). We currently do not have any bank debt.
Foreign Currency Loss (Gain)
This account captures gains or losses from translating the financial statements of our entities, whose functional currencies differ from USD, into USD for consolidation purposes.
Income Tax Expense (Benefit)
None of our markets of operations are yet in a taxable profit. Therefore, the group has zero corporate tax. There is a yearly R&D tax credit assessment from the UK tax authorities, on which we are eligible to claim tax credits on qualifying R&D expenditure.
| 39 |
Results of Operations
Comparison of six months ended June 30, 2025 versus June 30, 2024
Comparison of six months ended June 30, 2025 (unaudited) to six months ended June 30, 2024 (unaudited) in dollar terms and as a percentage of total revenue for each period.
| For the six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | 17,973,748 | $ | 16,075,466 | ||||
| Operating expenses: | ||||||||
| General and administrative | 1,350,742 | 462,121 | ||||||
| Salaries, benefits, contractor costs | 12,820,835 | 8,894,422 | ||||||
| Marketing and commissions | 18,471,073 | 19,136,253 | ||||||
| Travel | 546,081 | 714,804 | ||||||
| Professional fees | 1,158,597 | 1,284,994 | ||||||
| Product and technology development | 2,277,688 | 1,345,309 | ||||||
| Depreciation and amortization | 1,345,798 | 788,106 | ||||||
| Total operating expenses | 37,970,814 | 32,626,009 | ||||||
| Net loss from operations | (19,997,067 | ) | (16,550,543 | ) | ||||
| Other expense: | ||||||||
| Interest (income)/expense | (1,176,502 | ) | (1,309,997 | ) | ||||
| Gain on Debt Extinguishment | 3,838,715 | - | ||||||
| Loss from change in fair-value of convertible shareholder loans | (232,041 | ) | (5,356,574 | ) | ||||
| Stock based Compensation | (7,824,176 | ) | (39,674 | ) | ||||
| Foreign currency loss | (1,642,827 | ) | (853,714 | ) | ||||
| Net loss before income taxes | (27,033,898 | ) | (24,110,502 | ) | ||||
| Income tax benefit | 488,940 | 222,099 | ||||||
| Net loss | $ | (26,544,958 | ) | $ | (23,888,403 | ) | ||
| Loss per Share | ||||||||
| Loss per Share, basic and diluted | $ | (0.74 | ) | $ | (1.01 | ) | ||
| Weighted-average common shares outstanding, basic and diluted | 35,745,864 | 23,566,694 | ||||||
| For the period ended | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| Net Loss | $ | (26,544,958 | ) | $ | (23,888,403 | ) | ||
| Foreign currency translation adjustment net of tax | (4,047,936 | ) | 1,800,358 | |||||
| Other comprehensive income, net of tax | $ | (4,047,936 | ) | $ | 1,800,358 | |||
| Comprehensive loss | $ | (30,592,894 | ) | $ | (22,088,045 | ) | ||
Revenue
Revenue for the six months ended June 30, 2025 was $17,973,748, an increase of $1,898,282, or 12%, compared to $16,075,466 for the six months ended June 30, 2024. The increase was due to the continued growth in Nigeria. As of June 30, 2025, Nigeria accounted for 86.0% of our revenue, South Africa accounted for 13.32% of our revenue, Argentina accounted for 0.29% of our revenue and Brazil accounted for 0.39% of our revenue.
| 40 |
Our revenue for the six months ended June 30, 2025 was generated from an aggregate TTV on our Platform of $1,205,518,790 (as compared to $944,262,845 for the six months ended June 30, 2024) with an average transaction based revenue of approximately 1.5% for the six months ended June 30, 2025 (as compared to an average transaction based revenue of approximately 1.7% for the six months ended June 30, 2024). For the six months ended June 30, 2025, our four main markets have recorded the following transaction based revenue rates: Nigeria 1.49%, South Africa 1.47%, Argentina 2.70% and Brazil 1.82%. The decrease in transaction based revenue is attributable to a geographic revenue mix shift, mainly as a result of a contraction in our Argentina operations, which has historically commanded higher transaction based revenue rates.
Operating Expenses
Operating expenses for the six months ended June 30, 2025 was $37,970,814, a $5,344,805 or 16% increase from $32,626,009 for the six months ended June 30, 2024. The increase was primarily due to the expansion of the business and included, but not limited to the following:
| ● | General and administrative expenses for the six months ended June 30, 2025 was $1,350,742, an increase of $888,621, or 192%, compared to $462,121 for the six months ended June 30, 2024. The increase is primarily driven by higher Insurance costs, as a result of the IPO, coupled with higher rent costs, with an increase of $446,829 and $141,996, respectively, compared to the six months ended June 30, 2024. | |
| ● | Salaries, benefits, contractor costs for the six months ended June 30, 2025 were $12,820,835, an increase of $3,926,413, or 44%, compared to $8,894,422 for the six months ended June 30, 2024. The increase was due to the increase in the number of employees, contractors and field officers period over period. Most of the increase in personnel related to hiring field officers to introduce our Platform to distributors and retailers in order to expedite our expansion in Nigeria, South Africa, Argentina and Brazil, as well as the continued build out of our headquarters in the United Kingdom. | |
| ● | Marketing and commissions expenses for the six months ended June 30, 2025 were $18,471,073, a $665,180, or 3%, decrease from $19,136,253 for the six months ended June 30, 2024. The decrease was primarily driven by a strategic recalibration of our marketing spend across certain channels, reflecting the natural maturation of our retailer base. We remain committed to investing in targeted marketing campaigns designed to induce digital ordering behaviour, drive repeat purchasing and increase basket size across our retailer network. | |
| ● | Travel expenses for the six months ended June 30, 2025 were $546,081, a $168,723 or 24% decrease from $714,804 for the six months ended June 30, 2024. The Company continues to incur significant travel costs due to travel demands on growing our business; however, the cost have reduced compared to June 2024. | |
| ● | Professional fees for the six months ended June 30, 2025 were $1,158,597, a $126,397, or 10%, decrease from $1,284,994 for the six months ended June 30, 2024. These professional fees were mainly attributable to IPO readiness fees, including our accounting, legal and consulting fees, as well as an increase in accounting and tax professionals in local jurisdictions to establish entities from a compliance, tax and value added tax perspective and to prepare financial statements and file tax returns. | |
| ● | Platform and technology development expenses for the six months ended June 30, 2025 increased to $2,277,688, a $932,379, or 69%, increase, compared $1,345,309 for the six months ended June 30, 2024. The increase was mainly attributable to our Platform being active in all the markets of operation, which led to increased hosting costs, software license fees and set up costs compared to the prior period. | |
| ● | Depreciation and amortization expense for the six months ended June 30, 2025 was $1,345,798, an increase of $557,692, or 71%, compared to $788,106 for the six months ended June 30, 2024. The increase was due to higher average outstanding balances of capitalized platform development costs and equipment in fixed assets. We expect to continue adding features and functionality to our Platform, which constitutes continued capitalization to our intangible assets. Hence, we believe depreciation and amortization will continue at similar levels. |
| 41 |
| ● | Interest expense for the six months ended June 30, 2025 was $1,176,502, a decrease of $133,495, or 10%, compared to $1,309,997 for the six months ended June 30, 2024. The increase can be attributed to an overall increase in the average shareholder loan interest rate to 15.5%. | |
| ● | Gain on debt extinguishment for the six months ended June 30, 2025 was $3,838,715, an increase of $3,838,715, or 100%, from $0 for the six months ended June 30, 2024. The gain is attributable to the impact of the shareholder loan conversion as a result of our initial public offering. | |
| ● | Loss from change in fair-value of convertible shareholder loans for the six months ended June 30, 2025 was $232,041, a $5,124,533, or 96%, decrease from $5,356,574 for the six months ended June 30, 2024. This loss includes both the contractual interest on these shareholder loans as well as changes in the fair value of the shareholder loans as we elected to account for the loans at fair value. The loss decreased due to conversion following our initial public offering completed in March 2025. | |
| ● | Stock-based compensation for the six months ended June 30, 2025 was $7,824,176, an increase of $7,784,502, or 19.62%, compared to $39,674 for the six months ended June 30, 2024. This increase is a reflect of the impact of options granted to employees, as part of Stock based compensation, following our initial public offering. | |
| ● | Foreign currency loss for the six months ended June 30, 2025 was $1,642,827, a $789,113, or 92%, increase from $853,714 for the six months ended June 30, 2024. On consolidating group intercompany loans, we had significant losses arising from the revaluation of intercompany loans held in RedCloud Technology UK with subsidiaries in Argentina and Nigeria whose currencies are highly inflationary. The decrease in the loss was due to a reduction of inflation rate in Argentina and Nigeria, reducing the foreign currency revaluation of intercompany loans owed to the parent company from these countries. |
Comparison of Year Ended December 31, 2024 versus December 31, 2023
Comparison of twelve months ended December 31, 2024 (unaudited) to twelve months ended December 31, 2023 (unaudited) in dollar terms and as a percentage of total revenue for each period.
| 12/31/2024 | 12/31/2023 | 12/31/2024 vs 12/31/2023 | ||||||||||||||||||||||
| Revenue | $ | 46,499,285 | 100 | % | 19,807,466 | 100 | % | 26,691,819 | 100 | % | ||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| General and administrative | 3,922,348 | 8 | % | 953,437 | 5 | % | 2,968,911 | 11 | % | |||||||||||||||
| Salaries, benefits, contractor costs | 19,256,255 | 41 | % | 14,319,704 | 72 | % | 4,936,551 | 18 | % | |||||||||||||||
| Marketing and commissions | 52,918,949 | 114 | % | 24,810,603 | 125 | % | 28,108,346 | 105 | % | |||||||||||||||
| Travel | 1,930,599 | 4 | % | 1,361,696 | 7 | % | 568,903 | 2 | % | |||||||||||||||
| Professional fees | 2,112,047 | 5 | % | 809,974 | 4 | % | 1,302,073 | 5 | % | |||||||||||||||
| Product and technology development | 3,126,087 | 7 | % | 1,950,119 | 10 | % | 1,175,968 | 4 | % | |||||||||||||||
| Depreciation and amortization | 1,881,323 | 4 | % | 1,247,813 | 6 | % | 633,510 | 2 | % | |||||||||||||||
| Total operating expenses | 85,147,608 | 183 | % | 45,453,346 | 229 | % | 39,694,262 | 149 | % | |||||||||||||||
| Net loss from operations | (38,648,323 | ) | -83 | % | (25,645,880 | ) | -129 | % | (13,002,443 | ) | -49 | % | ||||||||||||
| Other (expense) income: | ||||||||||||||||||||||||
| Interest expense | 3,120,054 | 7 | % | 1,452,458 | 7 | % | 1,667,596 | 6 | % | |||||||||||||||
| Loss on Debt Extinguishment | 4,377,051 | 9 | % | - | - | 4,377,051 | 16 | % | ||||||||||||||||
| Loss from change in fair-value of | ||||||||||||||||||||||||
| convertible shareholder loans | 5,951,087 | 13 | % | 4,646,994 | 23 | % | 1,304,093 | 5 | % | |||||||||||||||
| Foreign currency (loss) gain | 470,219 | 1 | % | 1,042,747 | 5 | % | (572,528 | ) | -2 | % | ||||||||||||||
| Net loss before income taxes | (52,566,734 | ) | -113 | % | (32,788,079 | ) | -166 | % | (19,778,655 | ) | -74 | % | ||||||||||||
| Income tax benefit | 1,851,038 | 4 | % | 402,184 | 2 | % | 1,448,854 | 5 | % | |||||||||||||||
| Net loss | (50,715,696 | ) | -109 | % | (32,385,895 | ) | -164 | % | (18,329,801 | ) | -69 | % | ||||||||||||
| 42 |
Revenue
Revenue for the twelve months ended December 31, 2024 was $46,499,285, representing an increase of $26,691,819, or 134.8%, compared to $19,807,466 for the twelve months ended December 31, 2023. The increase was due to the continued growth of our Platform in Nigeria, South Africa, Argentina and Brazil. As of December 31, 2024, Nigeria accounted for 49.0% of our revenue, South Africa accounted for 9.0% of our revenue, Argentina accounted for 40.0% of our revenue and Brazil accounted for 1.0% of our revenue. The substantial percentage of revenue from Nigeria was due to the fact that it was our initial launch market in early 2022. The decrease in Nigeria’s revenue share is attributable to an increase in the percentage of revenue from South Africa and Argentina based on an acceleration in revenue we saw in these markets over the course of 2024.
Our revenue for the twelve months ended December 31, 2024 was generated from an aggregate TTV on our Platform of $2,470,223,763 (versus $1,170,120,811 for the twelve months ended December 31, 2023) with an average transaction based revenue of approximately 1.9% in the twelve months ended December 31, 2024 (versus an average transaction based revenue of approximately 1.7% in for the twelve months ended December 31, 2023). The change in aggregate TTV and transaction based revenue relates to the upward trend in our aggregate TTV and transaction based revenue seen in 2024 and will continue in 2025 due to our anticipated consistent sales in our key markets. The average transaction based revenue for the twelve months ended December 31, 2024 in our four main markets was: Nigeria 1.5%, South Africa 1.5%, Argentina 3.0% and Brazil 1.6%.
Operating Expenses
Operating expenses for the twelve months ended December 31, 2024 was $85,147,608, a $39,694,262, or 87.3%, increase from $45,453,346 for the twelve months ended December 31, 2023. The increase was primarily due to the expansion of the business and included, but not limited to the following:
| ● | General and administrative expenses for the twelve months ended December 31, 2024 were $3,922,348, a $2,968,911, or 311.4%, increase from $953,437 for the twelve months ended December 31, 2023. |
| ● | Salaries, benefits, contractor costs for the twelve months ended December 31, 2024 were $19,256,255, a $4,936,551, or 34.5%, increase from $14,319,704 for the twelve months ended December 31, 2023. The increase was due to the increase in the number of employees, contractors and field officers from end of Jun 2023 to June 2024. Most of the increase in personnel related to hiring field officers to introduce our Platform to distributors and retailers to expedite our expansion in Nigeria, South Africa, Argentina and Brazil as well as the continued build out of HQ in the UK. |
| ● | Marketing and commissions expenses for the twelve months ended December 31, 2024 were $52,918,949, an increase of $28,108,346, or 113.3%, from $24,810,603 for the twelve months ended December 31, 2023. The increase was due to an increase in our point of check-out vouchers for retailers in line with our revenue growth, made up 98% of this expense in 2024, the remainder being Google and Facebook campaigns, and promo material. Our voucher-based marketing strategy has been designed around inducing repeat purchasing behavior. Our marketing efforts allows us to create vouchers for our retailers that meet certain conditions of purchase. Retailers use our Platform for its value proposition of cost, convenience and choice, therefore vouchers are not made available for their first purchase, but for subsequent orders. As per our growth strategy, marketing expenses in absolute terms have increased as the business has grown, and we expect to continue with this approach. |
| ● | Travel expenses for the twelve months ended December 31, 2024 were $1,930,598, a $568,902, or 41.8%, increase from $1,361,696 for the twelve months ended December 31, 2023. The Company continued to incur significant travel costs due to travel demands on growing our business and as a result of the IPO in the United States during the course of the year ended December 31, 2024. |
| 43 |
| ● | Professional fees for the twelve months ended December 31, 2024 were $2,112,047, a $1,302,073, or 160.8%, increase from $809,974 for the twelve months ended December 31, 2023. The increase was mainly attributable to fees in connection with our initial public offering, including accounting, legal and consulting fees, and an increase in accounting and tax professionals in local jurisdictions to establish entities from a compliance, tax and value added tax perspective, and prepare financial statements and file tax returns. |
| ● | Platform and technology development expenses for the twelve months ended December 31, 2024 were $3,126,087, an increase of $1,175,968, or 60.3%, compared to $1,950,119 for the twelve months ended December 31, 2023. The increase was mainly attributable to our Platform being active in all of our markets of operation which led to increased hosting costs, software license fees, and set up costs versus the prior year. |
| ● | Depreciation and amortization for the twelve months ended December 31, 2024 was $1,881,323, a $633,510, or 50.8%, increase from $1,247,813 for the twelve months ended December 31, 2023. The increase was due to higher average outstanding balances of capitalized platform development costs and equipment in fixed assets. We expect to continue adding features and functionality to our platform, which constitutes continued capitalization to our intangible assets. Hence, we believe the amortization will continue at similar levels. |
| ● | Interest expense for the twelve months ended December 31, 2024 was $3,120,054, a $1,667,596, or 114.8%, increase from $1,452,458 for the twelve months ended December 31, 2023. The increase can be attributed to an overall growth in total debt, $27,375,000 in new loans, at a blended interest rate of 9.25%. All major debt investment prior to 2023 was as a convertible loan note whereby no interest charge is recognized in this section. |
| ● | Loss on debt extinguishment for the twelve months ended December 31, 2024 was $4,377,051, a 100% increase from $0 for the twelve months ended December 31, 2023, due to the terms of the restated consolidated loan agreement dated September 2024. In assessing the revised terms under ASC 470-50, it was determined that the present value of the new debt’s future cash flows increased by 12.85% compared to the carrying amount of the original debt, exceeding the 10% threshold that defines an extinguishment. As a result, a loss was recorded in other expenses. This refinancing involved no exchange of services and was classified as a financing transaction, not a compensation arrangement, despite the related-party involvement. |
| ● | Loss from change in fair-value of convertible shareholder loans for the twelve months ended December 31, 2024 was $5,951,087, a $1,304,093, or 28.1%, increase from $4,646,994 for the twelve months ended December 31, 2023. This loss includes both the contractual interest on these loans as well as changes in the fair value of the loans as the Company elected to account for the loans at fair value. The loss increased due to existing convertible notes reaching close to maturity. |
| ● | Foreign currency loss for the twelve months ended December 31, 2024 was $470,219, a $572,528, or 54.9%, decrease from $1,042,747 for the twelve months ended December 31, 2023. On consolidating group intercompany loans, we had significant losses arising from the revaluation of intercompany loans held in RedCloud Technology UK with subsidiaries in Argentina and Nigeria whose currencies are highly inflationary. The decrease in the loss was due to a reduction of inflation rate in Argentina and Nigeria, reducing the foreign currency revaluation of intercompany loans owed to the parent company from these countries. |
| 44 |
Seasonality
Historically our business has not experienced material seasonal fluctuations in net revenue. However, we do observe moderately higher seasonal demand during the months of November and December due in part to holiday shopping, and a moderate reduction in demand in January.
Liquidity and Capital Resources
Since our inception, we have incurred losses and negative cash flows from our operations. For the six months ended June 30, 2025, we incurred a net loss of $26,544,958 while net cash of $(15,916,911) was used in operating activities. For the year ended December 31, 2024, we incurred a net loss of $50,715,696 while net cash of $34,679,455 was used in our operating activities. As of June 30, 2025, our cash and cash equivalents totaled $901,388. As of December 31, 2024, our cash and cash equivalents totaled $832,671.
We believe that with the proceeds received from the issuance of the Notes and the proceeds from the sale of ordinary shares under the ELOC Purchase Agreements, our cash and cash equivalents will enable us to fund our operations through at least June 2026. As of June 30, 2025 and December 31, 2024, we had unsecured debt of $0 and $42,911,250, respectively. We do not plan to repay any of the amount outstanding on our Restated Consolidated Loan Agreement, which will mature on September 1, 2029 unless the lenders require early repayment as allowed under the Restated Consolidated Loan Agreement. We plan to be able to pay the principal and interest of the remaining unsecured long-term debt from the cash generated by our business operations. See “Certain Relationships and Related Party Transactions” on page 85 for additional information on the Company’s outstanding debt.
On October 17, 2024, we entered into an addendum to the Restated Consolidated Loan Agreement to add £2,000,000 ($2,500,000) loaned to the Company from Ms. Byland. The additional amount was added to the principal amount was added to the principal amount outstanding on the Restated Consolidated Loan Agreement and has the same terms as the Restated Consolidated Loan Agreement. On December 19, 2024, we entered into a further addendum to the Restated Consolidated Loan Agreement to add £2,800,000 ($3,500,000) loaned to the Company from Ms. Byland to be drawn down in two tranches (£2,000,000 ($2,500,000) on December 19, 2024 and £800,000 ($1,000,000) on January 10, 2025). On January 23, 2025, we entered into a further addendum to the Restated Consolidated Loan Agreement to add £1,500,000 ($1,875,000) loaned to the Company from Ms. Byland on January 23, 2025. The additional amounts were added to the principal amount outstanding on the Restated Consolidated Loan Agreement and has the same terms as the Restated Consolidated Loan Agreement.
On February 17, 2025, we entered into an Amended and Restated Loan Capitalization Agreement with the holders of the Restated Consolidated Loan Agreement, pursuant to which the holders agreed to convert the entire $41,514,458 of the amount loaned to the Company pursuant to the Restated Consolidated Loan Agreement into ordinary shares of the Company at the consummation of the offering.
On October 22, 2024, we entered into a loan agreement with Lienhardt & Partner Privatbank Zurich AG, for an aggregate principal amount of £2,500,000 (or approximately $3,125,000). On November 20, 2024, this loan agreement with Lienhardt & Partner Privatbank Zurich AG (“Lienhardt”) was amended and restated for an aggregate principal amount of £4,500,000 (or approximately $5,625,000) (the “Working Capital Loan”). The Working Capital Loan has an interest rate of 6.35% per annum and is callable by the lender at any time. We intend to repay the amount drawn down on the loan up to £4,500,000 (or approximately $5,625,000) with the proceeds from this offering. To date, we have utilized the proceeds received from the Working Capital Loan on working capital and general purposes. Dr. Nikolaus Senn, a director of the Company, agreed to provide to Lienhardt the sum of £2,000,000 (or approximately $2,500,000) as collateral on the Working Capital Loan (the “Collateral”). Hans Rudolf Kunz, Chairperson of the Board, and Christina Byland and Darisse Summers, each shareholder of greater than 5% of the Company, agreed to indemnify Dr. Senn with respect to the Collateral in the event that the Company defaults on the Working Capital Loan.
On December 21, 2022, February 7, 2023, March 15, 2023, and April 18, 2023, we entered into various unsecured term loans with HRK Participations SA, an entity wholly owned by Hans Rudolf Kunz, Chairperson of the Board, for an aggregate principal amount of £800,000 ($1,000,000). On June 21, 2023, such term loans were consolidated and renewed bearing a cumulative interest rate of 10% and a maturity date of December 20, 2023. On December 21, 2023, the maturity date was further extended to the consummation of this offering. On September 30, 2024, each of the above mentioned loans were restated and consolidated into the Restated Consolidated Loan Agreement as disclosed under “ – Restated Consolidated Loan Agreement.”
| 45 |
Through June 30, 2025, we have financed our operations primarily through equity issuances and shareholder debt. Total invested capital as of June 30, 2025 amounted to $162,085,445, comprising $153,009,329 of equity issued to date through the issuance of our ordinary shares, and $9,329,551 of shareholder debt outstanding, including shareholder loans payable of $9,013,611 and short-term borrowings of $315,940 . To date, these funds have been utilized to build the Platform and expand our business into the current jurisdictions in which we operate. We therefore expect our working capital needs to decrease in the future despite an increase in expected revenue.
Impairment Expense
In occurrence with ASC 360-10-35, the capitalized costs will be evaluated for impairment. Specifically, as significant enhancements and upgrades are built out, management will ensure any prior capitalizable work is not impaired and needs to be written off. So far, management has concluded no impairment exists based on the criteria in the above guidance.
Intangible Assets
Intangible assets consist of software development costs. Intangible assets with definite useful life are amortized over the period of estimated benefit to be generated by those assets and using the straight-line method; their estimated useful life is five years.
Research expenditures are written off on the consolidated statement of operations and are included in the product and technology development account in the year in which it is incurred. Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial, and financial viability of individual projects. In this situation, the expenditure is capitalized within intangible assets and amortized over the period during which the Company is expected to benefit, which is considered to be five years. During the six months ended June 30, 2025 and 2024, the Company expensed $1,199,537 and $736,713, respectively, related to amortization expense on our intagibles assets. During the twelve months ended December 31, 2024 and 2023, we expensed $1,717,574 and $1,199,713, respectively, related to amortization expense on our intangibles.
Income Taxes
We recognize, if any, uncertainty in income taxes by applying the accounting prescribed by U.S. GAAP, for which a more likely than not recognition threshold and measurement attribute for the financial statement recognition and measurement of an income tax position taken or expected to be taken in a tax return should be considered. It also provides guidance on derecognition, classification of a liability for unrecognized tax benefits, accounting for interest and penalties, accounting in interim periods and expanded income tax disclosures. We classify interest and penalties, if any, within income tax expense, in the statement of income.
Based on our evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in our financial statements. We believe that the income tax positions would be sustained on audit and does not anticipate any adjustments that would result in a material change to the financial position.
We have incurred taxable losses since inception, and we are not presently subject to any income tax audit in any taxing jurisdiction.
Share-Based Compensation
We account for share-based compensation to employees and directors in accordance with FASB ASC Topic 718, which requires that compensation expense be recognized in the financial statements for share-based awards based on the grant date fair value. For share option awards, the Black-Scholes-Merton option pricing model was used to estimate the fair value of share-based awards. The Black-Scholes-Merton option pricing model incorporates various and highly subjective assumptions, including expected term and share price volatility. The expected term of the share options was estimated at 10 years under ASC-718-10-55-76.
| 46 |
We note that the fair value of share options used in the option pricing model granted in December 2021 was estimated by external advisors (Scalar) using the Black-Scholes-Merton Model and discounted for the lack of marketability of the options.
The share price volatility at the grant date is estimated using historical share prices based upon the expected term of the options granted, using share prices of comparably profiled public companies. The risk-free interest rate assumption is determined using the rates for UK Treasury zero-coupon gilts with maturities similar to those of the expected term of the award being valued.
The following table summarizes our statement of cash flows for the six months ended June 30, 2025 and June 30, 2024.
| (U.S. dollars in thousands except share and per share data) | For the Six Months Ended | |||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Net cash used in operating activities | (15,917 | ) | (15,380 | ) | ||||
| Net cash used in investing activities | (2,233 | ) | (1,140 | ) | ||||
| Net cash provided by financing activities | 20,734 | 16,953 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | (2,516 | ) | 1,211 | |||||
| Increase (decrease) in cash and cash equivalents | $ | 69 | 1,643 | |||||
Net Cash Used in Operating Activities
Net cash used in operating activities for the six months ended June 30, 2025 was $15,916,911, an increase of $536,979, or 3.5%, from $15,379,932 for the six months ended June 30, 2024. This increase in operating cash deficit was due to an increase in net operating loss before working capital items of as the Company continues to incur losses as it establishes and grows its business, as well as increases in cash from working capital which included an increase in receivables of $5,029,530 and an increase in payables of $2,431,026 due to the timing of cash receipts and payments
Net Cash Used in Investing Activities
Net cash used in investing activities for the six months ended June 30, 2025 was $2,232,766, an increase of $1,092,603, or 95.8%, from $1,140,163 for the six months ended June 30, 2024. The increase related to higher volumes of platform product development and related equipment purchases in 2025 compared to 2024.
Net Cash Provided by Financing Activities
Net cash provided by financing activities for the six months ended June 30, 2025 was $20,734,434, an increase of $3,781,780, or 22.3%, from $16,952,654 for the six months ended June 30, 2024. The increase was attributable to the proceeds from our initial public offering completed in March 2025, coupled with additional shareholder loans.
| 47 |
The following table summarizes our statement of cash flows the twelve months ended December 31, 2024 and 2023.
| (U.S. dollars in thousands except share and per share data) | For the Twelve Months Ended | |||||||
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| Net cash used in operating activities | (34,679 | ) | (22,038 | ) | ||||
| Net cash used in investing activities | (3,892 | ) | (1,598 | ) | ||||
| Net cash provided by financing activities | 35,050 | 19,806 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | 3,767 | 2,167 | ||||||
| Increase (decrease) in cash and cash equivalents | $ | 246 | (1,662 | ) | ||||
Net Cash Used in Operating Activities
Net cash used in operating activities for the twelve months ended December 31, 2024 was $34,679,455, a $12,641,867 or 57.4% increase from $22,037,588 for the twelve months ended December 31, 2023. This increase in operating cash deficit was due to an increase in net operating loss before working capital items of as the Company continues to incur losses as it establishes and grows its business, as well as increases in cash from working capital which included an increase in receivables of $8,010,944 and an increase in payables of $8,855,967 due to the timing of cash receipts and payments.
Net Cash Used in Investing Activities
Net cash used in investing activities for the twelve months ended December 31, 2024 was $3,891,888, a $2,293,497 or 143.5% increase from $1,598,391 for the twelve months ended December 31, 2023. The increase related to higher volumes of platform product development and related equipment purchases in 2024 compared to 2023.
Net Cash Provided by Financing Activities
Net cash provided by financing activities for twelve months ended December 31, 2024 was $35,049,520, a $15,243,121 or 77.0% increase from $19,606,399 for the twelve months ended December 31, 2023. The increase was due to $27,861,055 higher shareholder financing provided with unsecured loans in 2024 compared to 2023. Additionally, in 2024 we had issued 3,332,305 ordinary shares, whereas no shares were issued in the twelve months ending December 31, 2024.
Macroeconomic Condition and Political Environment
Our current countries of operation are located in Africa and South America. Our results of operations and financial condition are significantly influenced by political and economic developments in these countries and the effect that these factors may have on demand for goods and services.
In the medium to long-term, we believe that there will be a number of positive macroeconomic developments in the regions such as an expanding demand for FMCG products and increasing disposable income.
Critical Accounting Estimates
An accounting estimate is considered critical if it requires an accounting estimate to be made based on assumptions about matters that are uncertain and requires significant judgment at the time such estimate is made, and if different accounting estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated and combined financial statements.
We prepare our financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and assumptions. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experiences and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. Our critical accounting estimates are:
| 48 |
Allowance for Credit Losses
Accounts receivables are recognized initially at fair value and subsequently measured at amortized cost, less any provisions. Provisions are estimated using the allowance for current expected credit losses (“CECL”) where any expected future credit losses are provided for, irrespective of whether a loss event has occurred at the reporting date. Estimates of expected credit losses consider the Company’s collection history by country and customer, deterioration of collection rates during the average credit period, as well as observable changes in and forecasts of future economic conditions that affect default risk. The Company utilizes a provision matrix by country to estimate lifetime CECL’s for accounts receivables, supplemented by specific allowance based on customer-specific data.
Useful Life of Intangible Assets
Intangible assets consist of software development costs, which are valued at historical cost. Intangible assets with definite useful life are amortized over the period of estimated benefit to be generated by those assets and using the straight-line method; their estimated useful life is five years.
Impairment of Long-Lived Assets
The Company reviews long-lived assets for impairments whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The impairment evaluation is performed at the lowest level of identifiable cash flows independent of other assets. The recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by the asset. If such asset is considered to be impaired on this basis, the impairment loss to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of such asset.
Share-Based Payments
Share-based compensation to employees, contractors and the Company’s board of directors are measured at the fair value of the instruments issued and amortized over the vesting periods. Share based compensation to non-employees is measured at the fair value of goods or services received or the fair value of the equity instruments issued if it is determined the fair value of the goods or services cannot be reliably measured and are recorded at the date the goods or services are received. The Company operates an employee stock option plan. The corresponding amount is recorded to the additional paid-in capital caption within shareholders’ deficit, and the expense to the consolidated statements of operations and consolidated statements of comprehensive loss caption General and Administrative over the vesting period. The fair value of options is determined using the Black–Scholes pricing model which incorporates all market vesting conditions.
Internal Controls and Procedures
We are not currently required to comply with the SEC’s rules implementing Section 404 of Sarbanes Oxley, and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC’s rules Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in certain of our reports and provide an annual management report on the effectiveness of controls over financial reporting. We will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC.
Further, our independent registered public accounting firm is not yet required to formally attest to the effectiveness of our internal controls over financial reporting, and will not be required to do so for as long as we are an “emerging growth company” pursuant to the provisions of the JOBS Act. See “Status as an Emerging Growth Company.”
Off Balance Sheet Arrangements
We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such financing arrangements.
| 49 |
Fair Value of Equity Instruments Issued in Non-Cash Transactions
In connection with our IPO and the conversion of shareholder loans into equity, we issued ordinary shares and other
equity instruments in transactions that involved significant non-cash components. The determination of the fair value of these equity instruments requires management to apply valuation techniques that incorporate unobservable inputs, including estimates of the expected IPO valuation, discount rates, timing of conversion events, and market participant assumptions. These estimates involve significant judgment and changes in such assumptions could materially impact the amount recorded in additional paid-in capital, the classification of the transaction as a modification or extinguishment, and the recognition of gains or losses in the consolidated statements of operations.
Debt Extinguishment and Modification Accounting
During the period, the Company completed several financing transactions, including the conversion of shareholder and convertible loans into equity. Determining whether such transactions should be accounted for as debt extinguishments or modifications under ASC 470 requires significant judgment. Management evaluates the economic substance of the revised terms, changes in contractual cash flows, the fair value of equity issued, and whether the transaction represents a substantive change from the original debt arrangement. These assessments require complex valuation inputs and considerations of market terms for instruments with similar credit risk profiles. Different judgments or the use of alternative valuation methodologies could result in materially different outcomes in the consolidated financial statements.
Estimation of Voucher Redemption Liabilities (ASC 606 Consideration Payable)
The Company utilizes marketing voucher programs that provide incentives to buyers on our platform. Under ASC 606, these vouchers represent consideration payable to customers and therefore reduce revenue. Management is required to estimate the expected redemption rate, breakage, and timing of voucher usage based on historical redemption behaviors, current customer activity levels, and expected future platform usage. These estimates involve significant judgment due to the variability of customer behavior, macroeconomic conditions, and promotional intensity. Changes in redemption patterns or updates to historical data may result in material adjustments to revenue, marketing and commissions expense, and voucher liabilities.
Foreign Currency Translation and Functional Currency Determination
The Company operates in multiple countries with differing regulatory environments and volatile currency regimes, including Nigeria, Argentina, and other emerging markets. Determining the appropriate functional currency for each subsidiary requires management to assess the primary economic environment in which each entity generates and expends cash. In addition, translating foreign operations into U.S. dollars requires evaluating exchange rates, remeasurement methods, and the impact of significant currency devaluations. These assessments involve substantial judgment, particularly in jurisdictions subject to high inflation, price controls, or rapid currency fluctuations. Changes in functional currency determinations or translation assumptions could materially impact foreign currency gains and losses recorded in the consolidated statements of operations and accumulated other comprehensive income.
Going Concern Assessment and Forecasting Assumptions
In evaluating the Company’s ability to continue as a going concern, management must estimate future cash flows, operating performance, working capital needs, and the availability of external financing. These estimates require significant judgment, particularly given the Company’s historical operating losses, the timing and magnitude of expected revenue growth, and assumptions regarding future capital-raising activities. Management also incorporates uncertainty related to macroeconomic conditions, foreign market risks, and the performance of newly launched business lines. Changes in these assumptions or unforeseen adverse developments could materially affect the outcome of the going concern assessment and related disclosures.
Capitalization of Software Development Costs and Useful Life Estimation
The Company capitalizes certain software development costs associated with enhancements to its RED101 platform. Determining which expenditures meet the capitalization criteria under ASC 350-40 involves significant judgment regarding the technological feasibility of the platform, the nature of development activities, and the expected future economic benefits. In addition, the estimated useful life of capitalized software requires management to assess the speed of technological change, anticipated product roadmap, and the expected period of customer utility. A change in the estimated useful life or the determination of which development efforts qualify for capitalization could materially impact amortization expense and the carrying value of intangible assets.
Stock-Based Compensation Valuation Assumptions
The Company measures stock-based compensation using the Black-Scholes valuation model, which requires management to estimate expected volatility, expected option life, risk-free interest rates, and expected forfeiture rates. These assumptions involve significant judgment due to the Company’s limited trading history, evolving capital structure, and the lack of directly comparable publicly traded peers. Because these inputs can significantly influence the fair value of awards, changes in assumptions or the use of different valuation methodologies could materially impact compensation expense recognized in the consolidated statements of operations.
| 50 |
BUSINESS
About Our Company
We have developed and operate the RedCloud Platform, an intelligent infrastructure that facilitates the trading of everyday consumer supplies of fast-moving consumer goods (“FMCG”) products across business supply chains. We believe the Platform solves a decades old problem of how to unlock and enable access of key purchase and sales data between brands, distributors and retailers in high growth consumer markets. Through the Platform, we enable customers in these markets to use data driven insights backed by AI to help make faster and easier business-to-business (“B2B”) purchases and inventory decisions between brands, distributors and retailers by breaking down complex purchasing behaviors of large product inventory catalogues. We aggregate this data by category and turn it into market-level business insights and inventory recommendations, while improving decision making capabilities for distributors and retailers. Our Platform is primarily delivered through a consumption-based business model and we only charging brands and distributors for transactions made on the Platform. Our Platform consequently helps brands and distributors to use the same AI driven insights to connect with new local retailers in targeted locations, thereby spending less time searching for outlets to purchase their goods and products from.
Additionally, our Platform has AI and machine-learning capabilities that provide our brands, distributors and retailers with trading and product insights and data to help them make better commercial decisions regarding their business operations. For example, our Platform has the capability to (1) inform retailers when they are running low on products, (2) inform retailers what other retailers in the area in which they operate are selling, and (3) inform brands and distributors the type of goods and products retailers are looking for on the Platform. We currently operate wholly owned subsidiaries in Argentina, Brazil, Nigeria, and South Africa, which are high consumer growth markets, and have also recently announced joint ventures in Saudi Arabia and Türkiye, with intentions to expand to additional countries in the future.
Our Mission
We founded our business with the idea of powering what we believe to be the future of the wholesale and retail trading of FMCG products through Open Commerce technology backed by AI data driven insights. We believe the world’s old trade of trading FMCG products has become increasingly inefficient and out of reach for a substantial part local supply chains in the markets in which we operate. We seek to bring together the world’s largest product category (FMCG products), with the aggregated purchasing power of many retailers to create a dynamic data driven trading environment for FMCGs, distributors, wholesalers and retailers. We believe that AI-driven Open Commerce is the future of B2B trading by expanding traditional supply chains with our Platform experience. Our mission, therefore, is to expand world trade through our Platform by empowering retailers, distributors and brands with AI-driven Open Commerce to trade FMCGs, thus enabling them to make smarter and data-driven B2B decisions.
RedCloud Platform
Our Platform is an intelligent infrastructure that provides supply chain customers with a faster, more intuitive and easier way to trade with each other and with products they trust. Our Platform is an end-to-end solution built on the principles of AI-led open commerce, transforming offline trading into a dynamic digital marketplace through our two wholly owned trading networks: Red 101 for retailer trade and TradeX for bulk inventory trading between distributors. Our Platform aims to reduce the cost of essential consumer products, improve the quality and choice of products, and make it easier to connect to local and global supply chains. Specifically, our Platform is decentralized, meaning the distributors and brands can choose the retailers that they would like to sell to directly and vice versa. Brands, distributors and retailers are also able to negotiate with each other directly with respect to all aspects of each transaction, including but not limited to, pricing, distribution and delivery timing. The fact that our Platform provides brands, distributors and retailers with this ability, without any input from the Company, is why we consider our Platform to be Open Commerce. Our Platform also offers AI and machine-learning capabilities that analyze the data of our distributors, brands and retailers, and makes recommendations based on such information. Leveraging cloud infrastructure, our Platform also provides data capabilities that enable high frequency trading that reduces the structural costs and difficulties of holding slow moving inventory and enable faster and smarter trade buying decisions that influence the product cost, availability and success across markets. Our customers benefit from our Platform’s ability to scale with their growth and demand needs, allowing efficient any-time trade without the need to invest in costly skills and building their own platform.
| 51 |
We currently operate our Platform in what we consider the high growth consumer markets of Argentina, Brazil, Nigeria, and South Africa. As of Jun 30, 2025, we had approximately 813 distributors, 7,612 brands, over 192,000 products and 51,460 retailers on our Platform. We generate our revenue from applying a transaction based revenue on the TTV of each transaction conducted on our Platform. All revenue we receive is from the brand or distributors. Retailers on the Platform do not pay any fees on the transactions to which they are a party. The transaction based revenue ranges from 1% to 5% of the TTV. For the six months ended June 30, 2025, the average transaction based revenue equated to approximately 1.5% of the TTV. For the six months ended June 30, 2025, we had processed approximately 313,735 orders with approximately $1.2 billion in TTV.
Technological Capabilities
Data Enablement
We believe data enablement and integrity is essential for modern business, allowing them to harness the full potential of their data to drive strategic decisions and operational efficiency. Our data enablement tools and services include cloud data warehouses, advanced data search capabilities, intuitive data visualizations, and customer data platforms. Specifically, we collect data points related to transactions, customer profiles and retailer preferences and behavior. We help make these available to distributors and brands which in turn enables them to gain a deeper understanding of their customers’ behaviors, preferences, and needs. Our retailers can utilize this data to learn about the brands, distributors and products on our Platform and the prices other retailers are paying for products that they desire. With a unified view of data, we can personalize experiences, improve customer satisfaction, and build stronger relationships. We believe this leads to increased loyalty and better customer retention rates.
We have developed our AI and machine learning algorithm(s) by using a closed-loop data system, with information we obtained on our Platform, and conducted numerous tests on such algorithm(s) to determine the most efficient one(s). Our validation process uses the telecalling channel to engage with retailers using a random sampling method to confirm that the transaction information being utilized is accurate. The objective is to confirm the order details such as the product name, quantity and total invoiced amount and hence authenticate the transactions on our Platform. We also use automated validation on data that is generated during the machine learning algorithm run using random input and test datasets. Validation is done every month for input data, and quarterly for recommendation engine outputs. The validation model for sampling has been implemented since December 2023 and for statistical since May 2024. We do not utilize any outside data sources, such as publicly available datasets.
We believe we occupy a unique position because we have been able to build significant data warehouse capabilities that supports advanced machine learning integration by gathering highly granular information such as product details, purchasing profiles, transactions, and more. This data is sourced from retailers, distributors, FMCGs, and brands that each seek insight into their performance and strategies for enhancing sales, optimizing discounts, and leveraging campaigns on our Platform. We believe we are uniquely strategically positioned to utilize this data, driving machine learning algorithms to power recommendations, pricing engines, and conversational commerce solutions.
AI/Machine Learning
We believe our Platform’s AI and machine learning capabilities provide substantial benefits to our brands, distributors and retailers, including but not limited to, the following:
| 1. | Recommendations – Our Platform can make recommendations to brands, distributors and retailers regarding their potential needs to help them purchase and trade smarter. For example, our Platform can make recommendations to retailers regarding newly available products that they may be interested in based on their previous purchases. This helps both brands and distributors increase inventory turn and drive additional sales on our Platform whilst ensuring that retailers become aware of new products that their customers may want to purchase. This feature is available for use on our Platform. | |
| 2. | Logistics – Our Platform can provide logistics assistance by determining more cost-effective and efficient ways to handle shipping products and handling returns through reverse logistics. This includes routing to the nearest processing centers, selecting the best shipping methods based on cost and carbon footprint. This feature is available for use on our Platform in Nigeria and we expect it to be available in all jurisdictions by the end of 2026. |
| 52 |
| 3. | Pricing and Promotions – Our Platform allows distributors and retailers to adjust pricing and promotions based on current inventory levels, demand fluctuations, and competitive factors. This feature is available for use on our Platform. | |
| 4. | RedAI Insights – Our Platform can use predictive analytics to forecast future demand and return rates based on historical data, product types, customer behavior, and other factors through a feature called RedInsights. This helps our brands, distributors and retailers manage inventory more effectively, anticipate return volumes, and plan for restocking and reselling returned items. This feature is available for use on our Platform. |
We also plan to build AI capabilities to make trade smooth for our retailers that are used to using conversation channels such as WhatsApp to discover and place orders. This will enable shopping from anywhere at any time, fitting seamlessly into retailers’ daily routines. They would be able to add items to their cart, check order status, and receive recommendations using simple commands, enhancing convenience and accessibility.
Platform Experience: Brands and Distributors
As of June 30, 2025, we had approximately 813 active distributors and 7,612 brands that sell approximately 192,000 products on our Platform. Such brands and distributors utilize our Platform via a web interface or direct system integration, and receive access to product catalogues, pricing details, customer information, inventory tracking, and order management. They also benefit from analytics and insights available through RedInsights. We also provide brands and distributors with support from our account managers who help identify growth opportunities and assist them with expansion strategies and marketing campaigns. With extensive data access and a user-friendly platform, brands and distributors enjoy the flexibility to choose where they sell and access a wider customer base. We believe this also provides our brands and distributors with valuable insights for making more efficient sales decisions.
Continuous enhancements to our brands and distributors’ onboarding process are underway, including a streamlined and standardized category hierarchy and the reuse of existing product descriptions and images. We have recently streamlined our brands and distributors onboarding process, reducing the time from, on average, 261 days to just 48 hours.
| 53 |
Data insights are collaboratively managed with brands and distributors by the RedCloud account management team, with ongoing investments in developing automated, AI-driven processes for the future.
Platform Experience: Retailers
As of June 30, 2025, we had 51,460 active retailers on our Platform. Such retailers access our Platform through four operational channels:
| 1. | Red 101 App; | |
| 2. | Our mobile-responsive RedAI web-application; | |
| 3. | WhatsApp communication, and the ability to place orders on behalf of the customer; and | |
| 4. | Field Activation officer-supported/assisted purchases. |
The predominant channel used by our retailers is the Red 101 App with the assistance of our team. Less than 10% of orders placed come through the existing web-app and WhatsApp , though we anticipate that as we further enhance and market these two channels, they will over time become the predominant channels used.
Through our Platform, retailers can search for products based on various attributes, such as product type, category, or distributor details. They can also add items to their cart, complete transactions, and view past orders. Our Platform allows for purchases from multiple distributors and offers various payment and delivery options.
Our multiple market experience shows us retailers are looking for an online ordering experience which is fast, secure, and trusted, with cost, convenience and choice as the dominating reasons for use. We believe the future leverages AI large language models to bring trading within natural chat applications, using informal text exchanges (like WhatsApp) coupled to inventory based ordering Additionally, we aim to roll out product recommendation capabilities using AI and based on previous buying behavior.
| 54 |
AI Powered Recommendation Engines
Based on our research, recommendation engines have demonstrated the potential to increase completed transactions by up to 40%, though a recent study by Barilliance puts this number at just over 30%. By analyzing the data from our operations, our Platform can make recommendations to brands, distributors and retailers regarding their potential needs to help them trade more efficiently. Leveraging this data, we can utilize our own wealth of information to segment and personalize communications and interactions between brands, distributors and retailers. We recently introduced this capability to our Platform and expect this capability to help increase the TTV on our Platform and thus increase our revenue.
We are also exploring the value of third-party datasets to enhance on-platform data and provide enhanced insights and value to all brands, distributors and retailers.
| 55 |
Platform Search Engines
As discussed above, our Platform allows for advanced and configurable search capabilities, which offers our customers a mechanism to search and filter for their desired products. Specifically, the search algorithm has been developed to simplify the search capabilities across multiple attributes including product name, description, brand name, manufacturer, product category and the distributor using industry standards. We believe enhancing product discovery on our Platform will reduce order consideration time and increase order conversion rate, resulting in increased transactions and increased revenue for us.
| 56 |
Cybersecurity and Safety
We understand the importance of preventing, assessing, identifying, and managing material risks associated with cybersecurity threats. Processes to manage risks from cybersecurity threats have been incorporated as a part of our overall risk assessment process. Our cybersecurity risks include theft of business data, fraud or extortion, lack of access to our information systems, harm to employees, harm to business partners, violation of privacy laws, potential reputational damage, and litigation or other legal risk if a cybersecurity incident were to occur. It is difficult to assign a monetary materiality assessment to these risks or to the impact if we were to sustain a breach of our systems. Our approach is based on the premise that any cybersecurity incident could result in material harm to our company.
Threats to security, confidentiality, and availability are identified and assessed as part of our annual and routine risk assessments. Our annual risk assessment is performed by using the ISO27001 risk assessment as a basis for risk identification, which is conducted by a trusted third-party provider to test our enterprise and product security controls. Additionally, our employees go through cybersecurity awareness training as part of their onboarding procedures. We also try to stay ahead of emerging cyber threats by continuously updating our security measures and investing in the latest technologies. We believe this proactive approach will help us be prepared to defend against new types of attacks, keeping our customers’ data secure.
Matters determined to present potential material impacts to our financial results, operations, and/or reputation would immediately be reported by our cybersecurity team and escalated, as appropriate. In relation to security incident levels P0 - P4, the following escalation framework will be evoked, as outlined in the table below:
In addition, we have established procedures to ensure that members of our management responsible for overseeing the effectiveness of disclosure controls are informed in a timely manner of known cybersecurity risks and incidents that may materially impact our operations and that timely public disclosure is made, as appropriate. As of the date of this registration statement, there have been no cybersecurity threats that have materially affected or are reasonably likely to materially affect our business, operations, or financial condition.
Our Market Opportunity
The FMCG market is currently valued at over $11 trillion globally and growing at over 5% CAGR. FMCG products are the largest group of consumer products spread across various categories and represent those required in everyday life ranging from foods and beverages, non-prescription medicines and office supplies. In Nigeria, South Africa, Brazil and Argentina, the FMCG market is collectively valued at over $300 billion. Additionally, according to Euromonitor, market weight and share of growth are increasingly moving to emerging markets, which include the countries we currently operate in. Emerging markets are expected to account for 47% to 75% of the sales growth (across verticals) in FMCG goods.
| 57 |
Additionally, as of now, the majority of B2B buying and selling occurs offline, relying on what we believe to be outdated legacy technology. Globally, distributors cater to around 500 million micro, and medium sized retailers. These businesses face immense costs, with three out of four FMCG product launches ending in failure, an annual inventory shortfall exceeding $2 trillion, and escalating expenses in bringing FMCG products to market. The physical availability of products presents a trillion-dollar opportunity; having the right product at the right price at the point of purchase is crucial for the success of future commerce. We believe that our Platform can be useful in providing distributors with access to retailers looking for their products and vice versa.
Our Growth Strategy
Our strategy is to enable the development of strong brand recognition, data engagement, and distribution at scale through a platform-led economic model that competes against traditional B2B marketplaces. We approach markets with a proactive method for engaging distributors and retailers, aiming to rapidly gather essential data on key product information, inventory, and purchasing cycles. This data is instrumental in assisting distributors to optimize their market routes effectively. This data allows us to continually provide superior discovery, search, and trading and expand key FMCG products and services.
The key elements of our strategy to grow our business include:
Increase Active Retailers and Trading Share
As of June 30, 2025, we had approximately 51,460 retailers and 813 distributors active on our Platform. Moving forward, we are committed to enhancing and promoting the value proposition of our Platform. Our focus lies on attracting new retailers while also expanding their buying frequency and product categories. This growth strategy will be driven by customer loyalty programs, top-tier customer service, targeted marketing initiatives, promotional campaigns, and the continuous expansion of our marketing affiliates. Additionally, we will encourage the use of our diverse range of mobile commerce apps.
Expand Products and Brands
We believe that the growth in both the number of product categories and brands purchased within each category will contribute to higher average spending per customer, ultimately driving gross merchandise value upwards. As of June 30, 2025, our Platform featured over 192,000 products from 7,612 brands. Our primary objective is to elevate the retailer shopping experience, boost retailer engagement, and create new avenues for retailers by expanding and highlighting additional products and brands.
Enhance the Success of Retailers on a Broad Basis
Our goal is to enhance the success of a diverse range of retailers on our Platform by amplifying their visibility to pertinent buyer demand and equipping them with enhanced tools, such as data science applications, to foster personalized buyer interactions. Leveraging advanced data science and analytics to develop our own AI capabilities, we will assist distributors in pinpointing products and enhancing the conversion rate from visitor engagements to completed transactions.
Generate Data and Cloud Computing Technologies
We believe that the data generated within our Platform holds substantial value for our customers and various ecosystem participants. Our ongoing strategy involves the strategic application of data intelligence and deep learning technologies across multiple areas such as marketplace design, user interface optimization, search functionalities, targeted marketing initiatives, logistics efficiency, location-based services, and financial services enhancements. This data can be used in numerous ways, including but not limited to creating new product offerings and monetization channels with commercial partners that improve access to finance, enhance cash-flow or increase product turnover for our customers.
| 58 |
We foresee AI evolving into a fundamental element of e-commerce infrastructure. Over the past five years, we have dedicated significant resources to developing our proprietary cloud infrastructure, not only to bolster our own operations but also to support the endeavors of third parties, including our valued brands and distributors. Moving forward, we remain committed to substantial investments in our cloud computing platform to fortify both our internal operations and those of our partners. We have a dedicated R&D data team focusing on innovation in deep learning and machine learning technologies with the primary aim of increasing transaction size and enhancing customer retention. This innovation combined with data gathered through our Platform can be used to create reports on market intelligence and trends around regional consumption, demand and inventory flows. We believe these reports can be commercialized and are valuable to retailers, distributors, brands and other trade bodies.
Sales and Partnerships
We currently have sales teams located in Nigeria, South Africa, Brazil and Argentina. We plan to expand our teams in each of these jurisdictions to focus on driving sales growth across these jurisdictions by retaining more brands, distributors and retailers and entering into partnerships with leading FMCG companies. We are particularly focused on new partnerships with leading FMCG companies as we believe this can cause substantial growth by also attracting their retailers throughout the jurisdictions in which we operate.
Competition
The online commerce market in B2B trading is new, rapidly evolving and intensely competitive. We currently or potentially compete with a variety of other companies which include various online commerce companies and vendors of other third-party inventory and marketplace products such as Shopify, Amazon B2B, Alibaba, Etsy, and technology vendors including SAP, Oracle, Infor, and other smaller DMS vendors and suppliers. Additionally, there are several large indirect competitors that specialize in online commerce or derive a substantial portion of their revenues from online commerce, including Shein and Temu.
All the competitors discussed above have substantially greater financial, research and development, personnel, and marketing resources than we do. As a result, although we believe our Platform is currently superior and these competitors are not focusing on the markets in which we operate, if competitors decide to focus on the markets in which we operate, our competitors may be able to develop a superior platform and compete more aggressively and sustain their competitive advantage over a longer period of time than us. Our Platform may be rendered obsolete in the face of competition.
Our Competitive Strengths
Experienced Management Team
Our Chief Executive Officer and Founder, Justin Floyd, has a 30-year track record of founding and scaling technology companies in what he considers underserved industries. He is a pioneer in the Open Commerce movement which seeks to bring trust to today’s global B2B supply chains. Additionally, the rest of our senior management have experience in technology and finance, having previously worked at Orange Money, Microsoft, Vodfone and Deutsche Bank.
Trusted Partner in Our Jurisdictions of Operation
As of June 30, 2025, we had approximately 813 national, regional, and local distributors that collectively represent more than 7,612 brands work with RedCloud. We believe this represents the broadest selection of FMCG products through a single platform in the markets we operate and provides a competitive edge over international giants like Alibaba by fostering local trade and business ecosystems. This focus on regional transactions translates to a smaller carbon footprint due to reduced reliance on lengthy global supply chains. We also believe this strengthens the resilience of local economies by promoting internal trade networks and lessening dependence on outside sources.
Based on our experience, we believe the jurisdictions in which we operate have issues with fraud and retailers are skeptical of purchasing products online due to fear of fraud. Our Platform has been built and developed specifically for markets where brands want to establish a trusted presence and local supply chain for their inventory to help alleviate this fear. We believe our Platform is recognized in our jurisdictions of operation as a reliable source for brands and retailers to trade their inventory in a secure environment where products can be tracked efficiently. Additionally, we require all third-party brands and distributors to meet our standards for product authenticity and service reliability to provide credibility and appeal to our Platform. Our retailers can then confidently navigate through our Platform and trust the strength and authenticity of the offered brands, ensuring a superior product selection, convenience, and cost. We believe this provides us with an advantage over larger competitors who do not have the ability to meet these standards.
| 59 |
AI and Machine Learning Capabilities
Our Platform’s AI and machine learning algorithms can process millions of data points each day to optimize a range of purchasing behavior by retailers, including order build, inventory turn ratios, restock and out of stock, personalization, ads quality, inventory forecasting, order fulfillment, delivery mobilization, rebates and payment. We believe our data first approach is a key driver of our customer engagement across the markets in which we operate and provides our brands and distributors with an advantage over other local distributors that do not have these capabilities.
Connectivity
As opposed to our competitors, like Amazon and Alibaba, that do not allow for parties on their platforms to directly communicate, brands, distributors and retailers can directly connect on our Platform. This allows brands, distributors and retailers several advantages, including but not limited to, the following:
| ● | Retailers can source inventory from local brands and distributors directly to expedite the delivery process. | |
| ● | Brands and distributors can obtain higher returns on investment through improved product launches due to having discussions with retailers about what they really need. |
Scalable Logistics Platform
We have invested significantly in our proprietary technology, including a distributed relational database, computing clusters, and personalized product search engines. This infrastructure supports our high volume of transactions and ensures reliability, scalability, and cost-effectiveness. We believe our scalability allows distributors to offer retailers the best selection, quality, value, and convenience, which helps them attract more customers and drives higher engagement. This results in more orders and increased retailer spending compared to the traditional methods previously utilized by our brands and distributors.
Third-Party Platform Business Model
Our exclusively third-party platform model allows for rapid scaling without the risks of providing such products ourselves, including but not limited to, inventory management, logistical operations and warehouse storage. We believe this approach drives profitability, strong cash flow, and enables us to aggressively invest in our technology, product innovation, and ecosystem expansion instead of having to resources on inventory management, logistical operations and warehouse storage.
Marketing and Advertising
To grow our business, we need to increase user participation and activity on our Platform. Our approach to meet this goal includes product marketing, growth and digital marketing initiatives, brand and content and targeted lead generation, including but not limited to, messages and promotional campaigns, automated and distributed through our multichannel platform including SMS, E-mail, WhatsApp, Notifications, In-app banners, promotional categories and events.
Once brands, distributors and retailers became users of our Platform, our Platform is designed to drive further user acquisition, engagement, and retention, and to cultivate a dynamic ecosystem that appeals to brands, distributors and retailers alike. Specifically, we use our transactional data, customer profiles, and interaction insights to uncover purchasing trends and preferences. These insights are then used for our check-out voucher program, which is designed to incentivize customers at the point-of-sale by offering vouchers that can be applied to future purchases. This program serves three primary purposes: (1) encouraging customer retention, (2) increasing Average Transaction Value and (3) enhancing our data source. To date, the program has demonstrated measurable success. Our customer retention rate has increased by 18% as of June 30, 2025 as compared to June 30, 2025.
| 60 |
Intellectual Property
Our intellectual property consists primarily of intelligent infrsastructure, proprietary software which operates our AI-powered Intelligent Open Commerce Platform. We have not obtained any patents on our software, but instead protect it as confidential know-how/trade secrets and/or as unregistered copyrightable software.
As of the date of this prospectus, we own the registered trademarks REDCLOUD and RED 101 which are registered in the United Kingdom and the European Union. We also own several trademark registrations in Argentina for the mark RED 101. We intend to seek trademark protection in other countries by registering our trademarks in those countries in which we operate or plan to operate. The below table identifies the current trademark registrations we own for REDCLOUD and RED 101.
| Mark | Country | Status | Owner | Reg. Date | Reg. No. | Classes | ||||||
REDCLOUD (stylized with design) |
UK | Registered | RedCloud Technologies Limited | 3/4/15 | UK00003085845 | 9 | ||||||
| REDCLOUD | UK | Registered | RedCloud IP Limited | 3/28/20 | UK00917082983 | 36, 45 | ||||||
| REDCLOUD | EU | Registered | RedCloud IP Limited | 3/28/20 | 017082983 | 36, 45 | ||||||
| RED 101 | UK | Registered | RedCloud IP Limited | 1/26/19 | UK00917958937 | 9, 35, 36, 42, 45 | ||||||
| RED 101 | EU | Registered | RedCloud IP Limited | 1/26/19 | 017958937 | 9, 35, 36, 42, 45 | ||||||
| RED 101 | AR | Registered | RedCloud IP Limited | 5/10/18 | 3024752 | 9 | ||||||
| RED 101 | AR | Registered | RedCloud IP Limited | 5/10/18 | 3145810 | 36 | ||||||
| RED 101 | AR | Registered | RedCloud IP Limited | 2/23/21 | 3145876 | 45 | ||||||
| RED 101 | AR | Registered | RedCloud IP Limited | 2/23/21 | 3145809 | 35 | ||||||
| RED 101 | AR | Registered | RedCloud IP Limited | 2/23/21 | 3145875 | 42 |
We also own several domain names that incorporate our trademarks REDCLOUD and RED 101, with our primary domain name being used for our Company’s main website, namely, www.redcloudtechnology.com.
Government Regulations
Regulatory Matters in the Principal Jurisdictions in which We Operate
We have conducted reviews of the regulatory frameworks in the principal jurisdictions in which we operate and believe we follow the relevant regulatory frameworks in such jurisdictions, including Nigeria, Brazil, Argentina and South Africa. Due to the different regulations in each jurisdiction, we are required to have a different variation of our Platform in each jurisdiction in order to comply with the applicable jurisdiction’s laws. The effort needed to comply with each jurisdiction’s legislation requires a substantial amount of time and resources. For example, we have been required to hire local counsel in each of these jurisdictions to ensure we are in compliance with the laws. This has a material effect on our results of operations due to increase costs related to payments to employees and consultants to adjust our Platform to comply with each jurisdiction’s laws. We also compete against parties in our jurisdictions that do not consummate transactions on the internet and are therefore not required to utilize resources to comply with certain of these laws.
| 61 |
Nigeria
We are subject to applicable laws and regulations that relate directly or indirectly to our operations in Nigeria. These laws, regulations, and standards govern issues such as worker classification, labor and employment, anti-discrimination, payments, worker confidentiality obligations, product liability, environmental protection, personal injury, text messaging, subscription services, intellectual property, consumer protection and warnings, marketing, taxation, privacy, data security, competition, unionizing and collective action, arbitration agreements and class action waiver provisions, terms of service, mobile application and website accessibility, money transmittal, and background checks. We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to our services in Nigeria and to operation of any facility in any jurisdiction which we would conduct activities.
The Company and Allied Matters Act (CAMA)
The CAMA provides a regulatory framework for how businesses should be carried out within Nigeria and provides for the incorporation, registration, organization and management of corporate organizations in Nigeria, including online business such as B2B platforms. All foreign entities are required to register their business in Nigeria with the Corporate Affairs Commission.
National Digital Economy and E-Governance Bill
The National Digital Economy and E-Governance Bill is pending before the National Assembly for consideration. This bill when enacted into law will cover electronic transactions, e-contract and some aspects of consumer protection. The timeline for passing a bill into law in the National Assembly is difficult to predict, as the legislative process can take a considerable amount of time. The duration depends on several factors, including the complexity of the bill, its economic significance, the extent of debate, and the speed at which both chambers of the National Assembly conduct their reviews and deliberations.
National Information Technology Development Agency Act (NITDA Act)
The NITDA Act established the National Information Technology Development Agency (“NITDA”) as the regulatory body responsible for creating the enabling environment for the development, deployment, adoption and application of information communication technology and systems in Nigeria. The functions of NITDA include: (i) the development, standardization, application, monitoring, evaluation and regulation of information technology practices, activities and systems in Nigeria; (ii) the development of guidelines for electronic governance and monitoring the use of electronic data interchange and other forms of electronic communication transactions as an alternative to paper-based methods in commerce; (iii) the provision of guidelines to facilitate the development and maintenance of appropriate information technology systems in Nigeria.
In line with its mandate, NITDA issued the Guidelines for Nigerian Content Development in Information and Communication Technology, 2019 (the “Guidelines”). The Guidelines apply to all Federal Ministries, Departments, Agencies, Federal Government-owned companies (either fully or partially owned), Federal institutions, private sector organizations, business enterprises and individuals engaged in any information and communication technology- related activities or services within Nigeria. The Guidelines specify the various roles and obligations of: (i) software development firms; (ii) hardware manufacturers; and (iii) providers of software-enabled products/services.
The Federal Competition and Consumer Protection Act (FCCPA) 2018
The FCCPA aims to: (a) promote and maintain competitive markets in the Nigerian economy; (b) promote economic efficiency; (c) protect and promote the interests and welfare of consumers; (d) prohibit restrictive or unfair business practices which prevent, restrict or distort competition, or constitute an abuse of a dominant position of market power in Nigeria. The FCCPA applies to all undertakings and all commercial activities within, or having effect within Nigeria. In particular, it applies to all commercial activities aimed at making profit and geared towards the satisfaction of any public demand.
| 62 |
The FCCPA established the Federal Competition and Consumer Protection Commission (“FCCPC”) to develop and promote fair, efficient, and competitive markets in the Nigerian economy and to also facilitate access by all citizens to safe products and secure the protection of rights for all consumers in Nigeria. Some of the functions of the FCCPC include:
| (a) | identifying anti-competitive, anti-consumer protection and restrictive practices and making rules and regulations under the FCCPA with regards to competition and protection of consumers; | |
| (b) | eliminating anti-competitive agreements, misleading, unfair, deceptive or unconscionable marketing, trading and business practices; | |
| (c) | protecting consumer interests; | |
| (d) | ensuring that all service providers comply with local and international standards of quality and safe service delivery; | |
| (e) | causing an offending company, firm, trade, association or individual to protect, compensate, provide relief and safeguards to injured consumers; | |
| (f) | compel manufacturers, suppliers, dealers, importers, wholesalers, retailers, or other undertaking where appropriate to certify that all prescribed standards for their goods and services have been met; | |
| (g) | impose sanction on any entity that violates the FCCPA or any regulation issued by the FCCPC. |
The FCCPA also established the Competition and Consumer Protection Tribunal. The Tribunal has the powers to hear appeals from or review any decision of the FCCPC or any sector-specific regulatory authority in a regulated industry in respect of competition and consumer protection matters.
The FCCPA grants consumers various rights. Among these rights is the requirement that businesses must display the price of goods or services whenever they are offered for sale. Consumers also have a right to receive goods that are fit for purpose, of good quality, and compliant with applicable industry sector regulations.
Central Bank of Nigeria’s Regulation on Electronic Payments and Collections for Public and Private Sectors in Nigeria 2019
The Central Bank of Nigeria (“CBN”) issued the “Regulation on Electronic Payments and Collections for Public and Private Sectors in Nigeria 2019” to provide guidelines and standards for electronic payments and collections across various sectors, including e-commerce. This Regulation also includes provisions that are relevant for online businesses and e-commerce activities in Nigeria The objective of the Regulation is to guide the end-to-end electronic payment of salaries, pensions and other remittances, suppliers and revenue collections in Nigeria by CBN regulated entities such as payment processors in order to ensure the availability of safe, effective and efficient mechanisms for conveniently making and receiving all types of payments from any location and at any time, through multiple electronic channels.
Under the Regulations, specific roles and obligations are imposed on the various stakeholders. All payers are required to: (a) maintain appropriate account with Deposit Money Bank; (b) adopt a CBN approved end-to-end electronic payment platform for all forms of payment and collections; (c) provide basic infrastructure for making and receiving electronic payments; (d) bear the cost of electronic payments while ensuring that beneficiaries receive actual amounts due to them.
Suppliers are required to: (a) obtain and provide details of Tax Identification Number to the payers; (b) report all wrongfully received funds or excess payments to their financial institution’s customer service desk; and (c) in the event of duplicated/excess payment not noticed but withdrawn by the beneficiary, the beneficiary shall make funds available for refund to the payer in line with the Regulation on Instant (Inter-Bank) Electronic Funds Transfer Services in Nigeria.
Whilst the Regulation did not make provisions for payment gateway integration, transaction security, consumer protection, anti-money laundering and KYC compliance, cross-border transactions, there are other CBN guidelines and circulars that addresses these areas.
| 63 |
AI Regulation in Nigeria
There is currently no AI-specific regulation in Nigeria. Notwithstanding, the existing legal and regulatory frameworks (such as data protection laws, human right laws, cybersecurity law, copyright and patent laws) may cover some aspects AI development, deployment and application in Nigeria. For instance, if we use an AI system that processes personal data of individuals, then we must comply with the requirements of the data protection laws.
The NITDA recently issued a Draft National Artificial Intelligence Strategy to address the challenges and opportunities presented by AI. This policy aims to provide a strategic framework for AI development and deployment in Nigeria. The Draft National Artificial Intelligence Strategy seeks to set Nigeria as “a global leader in harnessing the transformative power of AI through responsible, ethical, and inclusive innovation, fostering sustainable development through collaborative efforts.”
Data Protection Legislation
Processing of personal data is primarily regulated by the Nigerian Data Protection Commission (“NDPC”), a regulatory authority set up under the Nigerian Data Protection Act 2023 (the “NDPA”). In addition to the NDPA, Nigeria’s data protection regime is also governed by the Nigeria Data Protection Regulations, 2019 (the “NDPR”), the NDPR Implementation Framework 2020, and the Guidance Notice on the Registration of Data Controllers and Data Processors of Major Importance 2024.
The NDPA applies where:
| a. | the data controller or data processor is domiciled in, resident, or operating in Nigeria; | |
| b. | the processing of personal data occurs within Nigeria; or | |
| c. | the data controller or the data processor is not domiciled in, resident, or operating in Nigeria but is processing the personal data of data subjects in Nigeria. |
The NDPA requires that the data controller must have a lawful basis for every personal data processing activity. We can rely on one of the following lawful bases to process personal data: consent, performance of a contract, legitimate interests, vital interests, compliance with legal obligations and performance of a public task. The data protection laws further require every data controller to implement appropriate technical and organizational measures to ensure the security of the personal data it processes. Accordingly, each data controller shall develop internal data protection policies to guide its data protection practices. The data controller is required to inform the data subjects via a privacy notice of how it handles the personal data of the data subjects.
The reporting obligations under the data protection laws are:
| a. | Filing of Annual Data Protection Audit: data controllers are required to conduct annual data protection audits if they process the personal data of more than 1,000 data subjects in six months or 2,000 data subjects in twelve months. The data controller is to conduct the audit through Data Protection Compliance Organization licensed by the NDPC. The audit report is to be submitted to the NDPC on or before March 15th of each year. | |
| b. | Data Breach Notification: Where a personal data breach occurs, the data controller is required to inform the NDPC within 72 hours of becoming aware of the breach if the breach is likely to result in any risk to the rights and freedoms of the data subjects. The notification should state, where feasible, the nature of the breach, including the categories and approximate number of data subjects and personal data records affected. Where the personal data breach is likely to result in high risk to the rights and freedoms of the data subjects, the data controller shall immediately notify the affected data subjects. |
The NDPA requires data controllers of major importance (“DCMIs”) to register with the NDPC. A data controller qualifies as a DCMI if it keeps or has access to a filing system (analogue or digital) for processing personal data and it:
| a. | processes personal data of more than 200 data subjects within a period of six months; or | |
| b. | carries out information and communication technology services on any digital device that has storage capacity and belong to another individual; or | |
| c. | process personal data as a service provider in any of the following sectors – finance, communications, health, education, insurance, export and import, aviation, tourism, oil and gas, and electric power. |
| 64 |
As such, where we keep a filing system for processing personal data and meet at least one of the above requirements, we qualify as a DCMI and need to register with the NDPC.
The penalty for violating the NDPA and NDPR is:
| a. | N10,000,000 (Ten Million Naira) or 2% of the annual gross revenue in the preceding financial year, whichever is higher, in the case of a data controller who is a DCMI; or |
| b. | N2,000,000 (Two Million Naira) or 2% of the annual gross revenue, whichever is higher, in the case of a data controller who is not a DCMI. |
Brazil
E-Commerce, Data Protection and Taxes
In addition to regulations affecting digital payment schemes, we are also subject to laws relating to Internet activities, e-commerce and data protection, as well as tax laws and other regulations applicable to Brazilian companies generally. Internet activities in Brazil are regulated by Brazilian Federal Law No. 12,965/14, as amended, known as the Brazilian Civil Rights Framework for the Internet, which embodies a substantial set of rights of Internet users, and obligations relating to Internet service providers. This law exempts intermediary platforms from liability for user-generated content in certain cases. On the other hand, this law provides for penalties (including fines) in case of non-compliance.
The laws and regulations applicable to the Brazilian digital payments industry and to the offering of financial services are subject to ongoing interpretation and change, and our digital payments business may become subject to regulation by other authorities.
Changes in tax laws, tax incentives, benefits or differing interpretations of tax laws may adversely affect our results of operations
Changes in tax laws, regulations, related interpretations and tax accounting standards in Brazil, may result in a higher tax rate on our earnings, which may reduce our profits and cash flows from operations.
The Brazilian government may propose changes to the tax regime applicable to different sectors of the economy, including changes that represent an increase in our tax burden and the tax burden of our consumers and suppliers, which can negatively impact our business. These changes include changes in tax rates, tax base, tax deductibility and, occasionally, the creation of taxes (temporary or non-temporary). If these changes directly or indirectly increase our tax burden, we may have our gross margin reduced, adversely affecting our business and the results of operations.
On December 20, 2023, the Brazilian Congress enacted Constitutional Amendment No. 132, which provided a broad reform of the Brazilian tax system, with the extinction of a variety of taxes, including social contributions, federal tax on industrialized products, the Municipal tax on services and the tax on the circulation of goods and services, for the creation of two new taxes on operations with goods and services.
We are still unable to quantify the effects of these changes or any other additional reforms, if approved, as certain proposed amendments to the Constitution provide for the enactment of regulations regarding these new taxes, which regulations have not been presented yet. These changes may result in impacts for us that cannot be assessed yet. Accordingly, any increase in tax rates in Brazil, the creation of new taxes or the recognition of taxes that affect our operations may adversely affect us.
Furthermore, we are subject to tax laws and regulations that may be interpreted differently by tax authorities and us. The application of indirect taxes, such as sales and use tax, value-added tax, goods and services tax, to businesses like ours is a complex and evolving issue. Significant judgment is required to evaluate applicable tax obligations. In many cases, the ultimate tax determination is uncertain because it is not clear how existing statutes apply to our business. One or more states or municipalities, the federal government or other countries may seek to challenge the taxation or procedures applied to our transactions imposing the charge of taxes or additional reporting, record-keeping or indirect tax collection obligations on businesses like ours. New taxes could also require us to incur substantial costs to capture data and collect and remit taxes. If such obligations were imposed, the additional costs associated with tax collection, remittance and monitoring could have a material adverse effect on our business and financial results.
| 65 |
Consumer Protection Laws
We are subject to several laws and regulations designed to protect consumer rights—most importantly, Brazilian Federal Law No. 8,078/90, as amended, (Código de Defesa do Consumidor, or the “Consumer Protection Code”), which sets forth the legal principles and requirements applicable to consumer relations in Brazil. This law regulates, among other things, commercial practices, product and service liability, strict liability of the supplier of products or services, reversal of the burden of proof to the benefit of consumers as the hypo sufficient party, the joint and several liability of all companies within the supply chain, abuse of rights in contractual clauses, advertising and information on products and services offered to the public. The Consumer Protection Code further establishes the consumers’ rights to access and modify personal information collected about them and stored in private databases. These consumer protection laws could result in substantial compliance costs.
Data Privacy and Protection
With regard to the compliance with data protection regulations, besides the Brazilian Federal Constitution, we are subject to the Brazilian Civil Rights Framework for the Internet, the Consumer Protection Code, Bank Secrecy Law and the Brazilian Federal Law No. 13.709 of August 14, 2018, called the Brazilian General Data Protection Law (Lei Geral de Proteção de Dados, or the “LGPD”). We are also subject to intellectual property rules, and to tax laws and related obligations such as the rules governing the sharing of customer information with tax and financial authorities. It is unclear whether the tax and regulatory authorities would seek to obtain information regarding our customers. Any such request could come into conflict with the data protection rules, which could create risks for our business.
The Brazilian Civil Rights Framework for the Internet establishes principles, guarantees, rights and duties for the use of the Internet in Brazil, including regulation about data privacy for Internet users.
In September 2020, the LGPD came into effect, except for its administrative sanctions, which became effective on August 1, 2021. The LGPD establishes detailed rules to be observed in the maintenance and processing of personal data and provides, among other measures, rights to the data subjects, cases in which the processing of personal data is allowed, obligations and requirements relating to security incidents involving personal data and the transfer and sharing of personal data.
The LGPD further establishes penalties for non-compliance with its provisions, ranging from a warning and exclusion of personal data processed in an irregular way to fines or the prohibition from processing personal data. The LGPD also authorized the creation of the ANPD, an authority that oversees compliance with the rules on data protection. The ANPD initiated its activities in 2020 and has been acting mainly in the regulation of specific provisions of the LGPD, the analysis of communications of security incidents involving personal data, and has initiated administrative sanctioning procedures, as well applied sanctions, mainly against public entities. See “Risk Factors—Risks Relating to Intellectual Property, Privacy and Cybersecurity—Unauthorized disclosure of, improper access to, or destruction or modification of data through cybersecurity breaches, computer viruses or otherwise, or disruptions to our systems or services, could expose us to liability, protracted and costly litigation and damage our reputation.”
Any additional privacy laws or regulations enacted or approved in Brazil or in other jurisdictions in which we operate could harm our business, financial condition or results of operations.
Artificial Intelligence Regulation
There is currently no specific regulation on artificial intelligence (“AI”) in Brazil. However, some Brazilian laws in force already regulate at some extent the development, use, and exploitation of said technology. For example, the processing of personal data through AI systems is subject to the LGPD, the use of material protected by copyright by AI systems is covered by Brazilian Law n. 9,610/1998 (“Copyright Law”), and the civil liability of AI providers is subject to the Brazilian Civil Code or, where applicable, to the Consumer Protection Code.
| 66 |
Additionally, the Brazilian National Congress has been discussing Bill of Law 2,338/2023 (the “AI Bill of Law”), which aims to regulate the development and ethic use of AI systems in Brazil. The AI Bill of Law is heavily inspired in the European Union’s AI Act and provides for an approach based on risk.
In this regard, the AI Bill of Law sets forth an AI risk classification (prohibiting AI systems deemed as ‘excessively risky’), defines a governance structure for the development and use of AI systems by private or public entities, and provides for the rights of individuals affected by AI systems. It is not possible to say by when the AI Bill of Law will be approved by the Brazilian National Congress and converted into a law.
Argentina
Consumer Protection
The Argentine Constitution expressly establishes in Article 42 that consumers and users of goods and services have a right to protection of health, safety and economic interests in a consumer relationship. Consumer Protection Law No. 24,240, as amended, regulates several issues concerning the protection of consumers and end users in a consumer relationship, in the arrangement and execution of contracts.
The Consumer Protection Law, and the applicable sections of the Argentine Civil and Commercial Code are intended to regulate the constitutional right conferred under the Constitution on the weakest party to the consumer relationship and prevent potential abuses deriving from the stronger bargaining position of vendors of goods and services in a market economy where standard form contracts are widespread.
As a result, the Consumer Protection Law and the Argentine Civil and Commercial Code deem void and unenforceable certain contractual provisions included in consumer contracts entered into with consumers or end users, including those which:
| ● | deprive obligations of their nature or limit liability for damages; | |
| ● | imply a waiver or restriction of consumer rights and an extension of distributor rights; and | |
| ● | impose the shifting of the burden of proof from the consumer to the distributor in order to protect the consumers. |
In addition, the Consumer Protection Law imposes penalties ranging from warnings to the forfeiture of concession rights, privileges, tax regimes or special credits to which the sanctioned party may be entitled, including closing down establishments for a term of up to 30 days.
The Consumer Protection Law and the Argentine Civil and Commercial Code define consumers or end users as the individuals or legal entities that acquire or use goods or services, free of charge or for a price for their own final use or benefit or that of their family or social group. In addition, both laws extend consumer protections to those who acquire or use goods or services, with or without consideration, for their own final use or that of their family or social group. The protection under the laws afforded to consumers and end users encompasses the entire consumer relationship, from the offering of the product or service, to cover more than just those relationships established by means of a contract.
The Consumer Protection Law defines the suppliers of goods and services as those who produce, import, distribute or commercialize goods or supply services to consumers or users.
The Argentine Civil and Commercial Code defines a consumer agreement as an agreement that is entered into between a consumer or end user and an individual or legal entity that acts professionally or occasionally either with a private or public company that manufactures goods or provides services, for the purpose of acquisition, use or enjoyment of goods or services by consumers or users for private, family or social use.
The Consumer Protection Law establishes joint and several liability of any producer, manufacturer, importer, distributor, supplier, seller and anyone who has placed its trademark on the thing or service for damages caused to consumers derived from a defect or risk inherent in the thing or the provision of a service.
| 67 |
The Consumer Protection Law excludes the services supplied by professionals that require a college degree and registration in officially recognized professional organizations or by a governmental authority. However, this law regulates the advertisements that promote the services of such professionals.
The Consumer Protection Law determines that the information contained in the offer addressed to undetermined prospective consumers binds the offeror during the period in which the offer takes place and until its public revocation. Further, it determines that specifications included in advertisements, announcements, prospectuses, circulars or other media bind the offeror and are considered part of the contract entered into by the consumer.
Pursuant to Resolution No. 104/2005 issued by the Secretariat of Technical Coordination reporting to the Argentine Ministry of Treasury, Consumer Protection Law adopted Resolution No. 21/2004 issued by the Mercosur’s Common Market Group which requires that those who engage in commerce over the Internet (E-Business) disclose in a precise and clear manner the characteristics of the products and/or services offered and the sale terms. Failure to comply with the terms of the offer is deemed an unjustified denial to sell and gives rise to sanctions.
On September 17, 2014, the Argentine Congress enacted a revised Consumer Protection Law through Law No. 26,993. This law, known as “Conflict Resolution in Consumer Relationships System,” provides for the creation of new administrative and judicial procedures for this field of Law. It created a two-instance administrative system: the Preliminary Conciliation Service for Consumer Relationships (Servicio de Conciliación Previa en las Relaciones de Consumo) (“COPREC”) and the Consumer Relationship Audit, and a number of courts assigned to the resolution of conflicts between consumers and producers of goods and services (Fuero Judicial Nacional de Consumo). In order to file a claim, the amount claimed may not exceed a fixed amount equivalent to 55 adjustable minimum living wages, which are determined by the Ministry of Labor, Employment and Social Security. The claim is required to be filed with the administrative agency. If an agreement is not reached between the parties, the claimant may file the claim in court. COPREC is currently in full force and effect. However, the court system (Fuero Judicial Nacional de Consumo) is not in force yet. Therefore, any court claim should be currently filed with the existing applicable courts. A considerable volume of claims filed against us are expected to be settled pursuant to the system referred to above, without disregarding the full force and effect of different instances for administrative claims existing in the provincial sphere and the City of Buenos Aires, which remain in full force and effect, where potential claims related to this matter could also be filed.
Credit Card Law
Law No. 25,065, as amended by Law No. 26,010 and Law No. 26,361, governs certain aspects of the business activity known as “credit card system.” Regulations impose minimum contract contents and approval thereof by the Argentine Ministry of Industry, as well as limitations on chargeable interest by users and commissions charged by the retail stores subject to the system. The Credit Card Law applies both to banking and non-banking cards, such as “Tarjeta Shopping,” issued by Tarshop S.A. Pursuant to Communication “A” 5477 issued by the Central Bank, interest rates charged by non-financial entities may not exceed the interest rate published by the financial system for unsecured loans to individuals, as reported monthly by the Central Bank by more than 25%.
South Africa
The Protection of Personal Information Act
To give effect to the constitutional right to privacy, on August 20, 2013, the National Assembly passed the Protection of Personal Information Bill [B9D of 2009], which is largely based on the European Data Protection Directive, which was replaced by the General Data Protection Regulation in May 2018. The Bill was signed into law by the President on November 19, 2013 and was gazetted as an Act on November 26, 2013.
The majority of the provisions of the Protection of Personal Information Act, No. 4 of 2013, as amended (“POPIA”) (including the Processing Conditions) commenced on July 1, 2020 and responsible parties have had to comply with these provisions since July 1, 2021.
| 68 |
POPIA applies to the automated or non-automated processing of personal information entered into a record in any form (provided that when the recorded personal information is processed by non-automated means, it forms part of a filing system or is intended to form part thereof) by or for a responsible party who or which is domiciled in South Africa, or not domiciled in South Africa, unless the processing relates only to the forwarding of personal information through South Africa.
“Personal information” is widely defined in POPIA and means information relating to an identifiable, living, natural person, and (where applicable) an identifiable, existing juristic person, including the name, race, gender, marital status, address and identifying number of a person, symbol, e-mail address, physical address, telephone number, location information, online identifier or other particular assignment to the person.
POPIA applies to both public and private bodies who process personal information, but excluded from its application is, among other things, the processing of personal information (among other things) that has been de-identified to the extent that it cannot be re-identified again.
POPIA places compliance obligations on “responsible parties”. A responsible party (i.e. a public or private body or any other person which, alone or in conjunction with others, determines the purpose of and means for processing personal information) is, among other things, obliged to comply with the 8 (eight) conditions for lawful processing of personal information set out in Chapter 3 of POPIA.
Additionally, there are a number of South African statutes regulate electronic communications, including the Electronic Communications and Transactions Act, No. 25 of 2002 (“ECTA”), as amended, which apply to a number of aspects of our business. ECTA seeks to give functional equivalence to electronic transactions by ensuring that, generally, such transactions have the same status as physically concluded transactions. ECTA is therefore a law of general application which applies to transactions which are concluded electronically or by way of data messages.
Consumer Protection
The Consumer Protection Act, No. 68 of 2007, as amended (the “CPA”) which came into effect on March 31, 2011, consolidated a previously fragmented legislative regime related to consumer protection.
The CPA, as a general rule, in terms of section 5, applies to: (i) the promotion of goods and services within South Africa; (ii) every transaction for the supply of goods and services occurring within South Africa, unless specifically exempt; (iii) the goods and services themselves after the transaction is completed.
The CPA does not apply to transactions which are specifically exempt, including where a consumer is a juristic person whose asset value or annual turnover, at the time of the transaction, equals or exceeds the threshold (currently ZAR2 million rand) and a transaction which constitutes a credit agreement under the National Credit Act, 34 of 2005 although it will continue to apply to the goods or services supplied in terms of that credit agreement.
Notwithstanding the exclusion listed above, section 5(5) provides that if any goods are supplied within South Africa to a person in terms of a transaction that is exempt from the application of the CPA, those goods and the importer or producer, distributor and retailer of those goods are nonetheless subject to the safety recall and product liability provisions set out in sections 60 and 61, respectively.
Section 60 regulates a product recall. Section 61 applies to unsafe goods, a product failure, defect or hazard in any goods or inadequate instructions or warnings provided to the consumer pertaining to any hazard associated with the use of any goods and all the persons in the supply chain (producer, importer, distributor and retailer) and suppliers of services could potentially face a claim for product liability if the unsafe, hazardous or defective goods caused harm to persons or damage to property.
The CPA has far-reaching consequences for both consumers and suppliers of goods and services in South Africa. It provides a comprehensive framework for the rights and the duties of consumers and suppliers. Contracts between consumers and suppliers, the manner in which suppliers interact with consumers, including market-related communications, suppliers’ liability, suppliers’ accountability to consumers and the administration of suppliers and practices are all regulated by the CPA. A “consumer”, for the purposes of the CPA, includes a customer to whom goods or services are marketed, a customer who enters into a transaction with a supplier and the user, recipient or beneficiary of the goods or services (irrespective of whether the consumer was a party to the transaction involving the actual supply of the goods or services). The implication of this qualification is that there need not be a contract between the supplier and the consumer of the goods or services in order for the CPA to apply.
| 69 |
The CPA introduced some significant departures from the South African common law. Most notably, section 61 of the CPA, referred to above, does not require fault (i.e., negligence or intent) on the part of a supplier of products to be proven in a claim for loss or harm arising from a faulty product. It also extends the type of loss or damages that may be claimed by a plaintiff beyond what would ordinarily be permitted under the common law, by allowing a plaintiff to institute a claim against not only the supplier who supplied the goods to it, but to other suppliers in the supply chain as well. In addition, this section of the CPA, extends liability to consequential damages (i.e., economic loss). Thus, a consumer may be able to claim indirect damages suffered, such as medical expenses, loss of income and/or loss of profits.
Although the CPA imposes liability on all suppliers in the supply chain irrespective of their fault, the liability imposed is not absolute. A consumer must still prove the other elements necessary to sustain a claim against a supplier in terms of the common law, such as causation (i.e. whether the failure of the product caused the loss allegedly suffered) and loss suffered.
Section 61 also provides for a number of defenses which, if proved by a supplier, will exonerate or limit the liability of the supplier.
In addition, the CPA provides consumers with a number of remedies. If a consumer has a complaint against a supplier, they can take that complaint to the National Consumer Commission, and, in certain instances, the National Consumer Tribunal or a Court.
Artificial Intelligence Regulation
AI is currently largely unregulated in South Africa and has not yet formalized any policy documents or presented bills to parliament for the regulation thereof. In April 2019, the President appointed members to the Presidential Commission on the Fourth Industrial Revolution (“PC4IR”), which will assist the government in taking advantage of the opportunities presented by the digital industrial revolution. In addition, the Artificial Intelligence Institute of South Africa was launched by the Department of Communication and Digital Technologies on November 30, 2022 based on the vision set out by the PC4IR. Regulatory development regarding AI will in due course follow, but socio-economic factors, including inequality and unemployment, with job losses due to AI, are a concern. Existing laws may impact AI. For example, the Copyright Act, 1978 provides for a class of computer-generated works, but, insofar as AI creations do not have human authors, there is uncertainty as to who the author of the work would be and whether it can be said that the work itself is original. In July 2021, a patent was awarded by South Africa’s patent office, the South African Companies and Intellectual Property Commission, to an invention generated by AI and it was likely the first country in the world to do so. Where AI inventions process personal information in South Africa, it would also trigger the application of the Protection of Personal Information Act, 2013.
Human Capital and Employees
Our company boasts a highly diverse and dynamic team of talented individuals from Africa, Europe and Latin America, speaking multiple languages. Such country’s include Argentina, Azerbaijan, Belarus, Brazil, Canada, Croatia, Czech Republic, France, Georgia, India, Lebanon, Nigeria, Pakistan, Poland, Portugal, Romania, Slovakia, South Africa, Spain, Ukraine, United Kingdom. Specifically, as of December 31, 2025, our human capital resources consisted of 296 full-time, part-time employees, including independent contractors and temporary personnel to supplement our workforce. Of this, 14 are located in Argentina, 21 in Brazil, 118 in Nigeria, 16 in South Africa and 92 in the United Kingdom. Of this, 121 are full-time employees, including 10 in marketing, 9 in human resources, 55 in technology, 11 in finance, 20 in sales, 3 in legal, 6 in operations and 6 C-Suite (including our Chief Executive Officer). Competition for qualified personnel are intense, particularly for software engineers, computer scientists, and other technical staff, and constrained labor markets have increased competition for personnel across other parts of our business. Additionally, we have 1014 field officers operating on the ground across our current markets.
| 70 |
Our core hiring philosophies include investment and innovation, inclusion and diversity, safety, and engagement. To achieve these goals, we implement a range of evolving initiatives, crafting avenues for talent development. This includes competitive compensation and benefits, flexible work options, and skill enhancement programs such as our proprietary RedCloud Sales and Business Academy, as well as the RedCloud Technical Academy for software development engineer training. Additionally, we consistently assess and refine our hiring, development, evaluation, and retention practices to foster equity and inclusivity for all candidates and employees.
Facilities
Our corporate headquarters is located in London, England, at 50 Liverpool Street, London, EC2M 7PY, where we have a license to occupy three office suites and meeting rooms of approximately 2,000 square feet. The current term of our license expires on September 30, 2026. Our corporate headquarters is an administrative hub. We also have a global license with WeWork to occupy space in each country in which we have individuals providing services to the Company, including London, South Africa and Argentina. In the other jurisdictions in which we operate, we do not have any agreements for offices in place and we utilize space on an ad hoc basis when we need space.
We believe our existing facility arrangements are sufficient for our needs for the foreseeable future. To meet the future needs of our business, we may lease additional or alternate space in each country, and we believe suitable additional or alternative space will be available in the future on commercially reasonable terms.
Legal Proceedings
From time to time, we are subject to various legal proceedings and claims that arise in the ordinary course of our business activities. Although the results of litigation and claims cannot be predicted with certainty, as of the date of this prospectus, we do not believe we are party to any claim or litigation, the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
| 71 |
MANAGEMENT
Directors and Officers
The following table sets forth certain information regarding the individuals that will be our board of directors and our executive officers upon the consummation of this offering.
| Name | Age | Position | ||
| Justin Floyd | 60 | Chief Executive Officer and Director | ||
| Raju Datla | 51 | Chief Financial Officer | ||
| Soumaya Hamzaoui | 41 | Chief Product and Commercial Officer and Director | ||
| Hans Rudolf Kunz | 71 | Chairperson of the Board of Directors | ||
| Dr. Nikolaus Senn | 66 | Director | ||
| David Chung-Hua Bolocan | 61 | Director | ||
| Prem Parameswaran | 57 | Director |
Executive Officers
Justin Floyd, Chief Executive Officer and Director
Mr. Floyd serves as the Chief Executive Officer and a director of the Company, positions he has held since our inception. A co-founder of the Company, Mr. Floyd brings decades of experience in founding and investing in pioneering technology companies and the global supply chain. In addition to his service with the Company, since September 2023, Mr. Floyd has served as a non-Executive Chairman of the board of Ocpus, a France-based social selling platform specifically designed for direct sales companies. Mr. Floyd was also appointed to the board of the AI Trust Foundation, a non-profit organization based in Washington, D.C., in June 2024. Prior to this, from January 2013 to July 2017, he co-founded CMR Surgical, a platform for surgical robots, where he helped create the original design of the business. Mr. Floyd also co-founded and ran Vecta, a cloud intelligence company that primarily operated in the UK, the Middle East, and EMEA until it was acquired by Kerridge Commercial Systems, and he co-founded CCL Group, one of the first transatlantic fintech companies, which saw immense successes in trading volumes under his guidance. We believe that Mr. Floyd is qualified to serve as our Chief Executive Officer and a director because of his extensive knowledge of our Company, as well as his retail, intelligence software, and business-to-business commerce expertise.
Raju Datla, Chief Financial Officer
Mr. Datla serves as our Chief Financial Officer. Mr. Datla has more than twenty years of experience in corporate finance, capital markets and strategic transactions within the technology and infrastructure sectors. Prior to becoming Chief Financial Officer, Mr. Datla served as our Chief Strategy Officer from October 2025 to March 2026. Prior to joining the Company, Mr. Datla held senior finance and strategy roles at several technology and digital infrastructure companies between December 2012 and July 2025, where his responsibilities included financial planning, capital markets activities, corporate development and investor relations. From July 2007 to June 2012, Mr. Datla served as Vice President in the Technology, Media and Telecommunications investment banking group at Deutsche Bank, where he advised corporate clients on mergers and acquisitions, equity and debt financings and other strategic transactions. Mr. Datla received a Master of Business Administration from Columbia Business School, a Master of Science in Computer Information Systems from St. Mary’s University, and a Bachelor of Engineering in Electronics and Communication Engineering from Bangalore University.
Soumaya Hamzaoui, Chief Product and Commercial Officer and Director
Ms. Hamzaoui, a co-founder of the Company, currently serves as our Chief Product and Commercial Officer, and has been a director of the Company since inception. From January 2021 to August 2025, Ms. Hamazaoui served as our Chief Operating Officer, and from February 2014 to December 2020, she served as our Chief Product Officer. Prior to her time with the Company, Ms. Hamzaoui was a Senior Project Manager at Altran (now Capgemini), a French multinational information technology services and consulting company, from June 2008 through October 2012. Ms. Hamzaoui’s dynamic work portfolio also includes working on the development of Orange Money, a mobile money service, in Africa and supporting industries such as banking, transport and telecommunication in their transformation advance toward new technologies. Ms. Hamzaoui received an engineer’s degree in business engineering from Télécom SudParis, and she holds a master’s degree in electrical and electronics engineering from the Abou Bekr Belkaid University in Algeria. We believe Ms. Hamzaoui is qualified to serve as a director because of her extensive experience in software and telecommunication, as well as her expertise of product management in financial services.
| 72 |
Non-Executive Directors
Hans Rudolf Kunz, Chairperson of the Board
Mr. Kunz, a co-founder of the Company, has served as the Chairperson of the board of directors since inception. Prior to joining the Company, he spent over twenty-two years at Bear Stearns & Co. Inc., and Bear Stearns International; the international arm of Bear Stearns, a global investment bank and securities trading firm that was one of the largest in the United States. While there, Mr. Kunz served as a Senior Managing Director at Bear Stearns & Co. Inc., New York, and a director of and member of the Executive Committee at Bear Stearns International Limited, London. In addition to being a member of various boards of Bear Stearns, Mr. Kunz’ direct responsibilities included co-heading the international equities department and running the European branches (banks and financial companies) of Bear Stearns International Limited. In addition to sitting on our Board, Mr. Kunz has been a member of the board of directors of Manorbois SA Casablanca, a Moroccan company that specializes in the import and distribution of sawing wood and panel, and insulation materials, since October 2017. Prior to this, he was the chairman and director of Advantis Insurance Consulting AG, Zurich, a provider of insurance, pension, and financial advice, including risk management, consulting, and insurance brokerages. Mr. Kunz has held Series 3, 7, 8, 15, and 21 certifications from the SEC and certifications 1, 3, 8, 10, 11, 21, 26, 27, and 30 from the FSA, and holds a banking degree from the Business School of Basel (KV) in Basel, Switzerland. We believe that Mr. Kunz is qualified to serve as a director because of his global knowledge and experience in finance, investment, and our Company.
Dr. Nikolaus Senn, Director
Dr. Senn has been a member of the board of directors of the Company since inception. He brings over thirty years of experience in investment banking and asset management to the Company. From 2003 to 2011, Dr. Senn was a partner at NewSmith Capital LLP, an independent investment management and advisory partnership, and he was portfolio manager and Chief Executive Officer of the Credit Fund at NewSmith Asset Management LLP. Dr. Senn was also previously Managing Director and responsible for large trading operations in derivatives, fixed income, credit and currency markets at UBS London, Dresdner Kleinwort Benson and WestLB AG. He started his career in fixed income derivatives trading at UBS Zurich. Dr. Senn has been the Chief Executive Officer and chairman of the board of Heimberg Hotel A.G., a hotel in Switzerland, and Heimberg Immosen A.G, a Swiss business engaged in the acquisition, holding, management, and sale of real estate. since 2013. In this role, he runs an alpine resort hotel as well as a real estate company. Dr. Senn has also been the president of a golf club in Switzerland named Golfclub Lenzerheide, since 2015. Dr. Senn holds a Master’s Degree in Law from Zurich University and a Ph.D. in banking law from Fribourg University. We believe that Dr. Senn is qualified to serve as a director because of his extensive knowledge and experience in asset management and finance.
David Chung-Hua Bolocan, Director
David Chung-Hua Bolocan has been a member of the board of directors since March 2025. From 1994 to 2000, he served as Senior Engagement Manager in Mitchell Madison Group, a consulting company. From 2001 to 2006, he served as Executive Vice President - Head of Corporate Initiatives Group and CMO of specialized lending in Bank of America’s card division. From 2006 to 2018, he served as senior executive and Head of Consumer and Wealth deposits at Truist, and Head of Retail Banking Services at Verisk Analytics. From August 2018 to June 2021, he served as Business Line CEO for Retail Bank Deposits and Payments Business in BBVA Compass (now part of PNC). From June 2021 to March 2022, he served as head of deposit and payments for LendingClub, a fintech company. Since June 2022, he has served as a Senior Director at Western Alliance Bank. Mr. Bolocan also served as an independent director for Cellular Biomedicine Group, Inc., a Nasdaq listed company, from 2012 to 2016, and UTime Limited, a Nasdaq listed company, from April 2019 to May 2023. Mr. Bolocan received an M.S./M.B.A. from the MIT Sloan School of Management and a B.A. from Harvard University in Computer Science and Economics. We believe Mr. Bolocan is qualified to serve as a director because of his extensive experience as a director of companies listed on Nasdaq.
| 73 |
Prem Parameswaran, Director
Prem Parameswaran has been a member of the board of directors since March 2025. Mr. Parameswaran has served as Triller Group Inc.’s (“Triller”) President and Chief Financial Officer since February 2023, and previously served as Triller’s President of Corporate Finance and Investor Relations from May 2022 to February 2023. Mr. Parameswaran has been in Media, Entertainment & Technology finance for over 30 years as both an investment banker as well as President and Chief Financial Officer of Eros International Plc. Prior to joining Triller, Mr. Parameswaran served as Group Chief Financial Officer and President of North America of Eros International Plc from June 2015 to May 2022. Before joining Eros International, Mr. Parameswaran served as Global Head of Media & Telecommunications Investment Banking at Jefferies LLC from October 2012 to May 2015. Prior to that, Mr. Parameswaran was a Managing Director, Americas Head for the Global Telecommunications and Media Group in the Investment Banking Division at Deutsche Bank from June 2003 to October 2012 and had prior roles at Goldman Sachs and Salomon Brothers. Mr. Parameswaran was nominated in 2019 and subsequently sworn into a United States President’s Presidential Advisory Commission for Asian Americans and Pacific Islanders, where he was the only Indian American appointed to the committee. Mr. Parameswaran received a B.A. from Columbia University and an M.B.A. from Columbia Business School. We believe Mr. Parameswaran is qualified to serve as a director because of his extensive experience working with startup companies in the technology sector.
Compensation of Executive Officers and Directors
The aggregate compensation, including share-based compensation, paid by the Company to our executive officers for the year ended December 31, 2025 was approximately $1,160,594. We did not pay any compensation to members of our board of directors for board services. These aggregate amounts include compensation paid, bonuses paid for the year, amounts received under the incentive plans described below under “Equity Incentive Plans,” contributions to pensions and other retirement benefits.
As of December 31, 2025, options to purchase 1,487,625 ordinary shares granted to our executive officers and directors were outstanding under our Equity Incentive Plans at a weighted average exercise price of £0.27 per share. Each option will expire ten years from the date of the grant thereof.
We paid each of our non-executive directors an annual retainer of $55,000, with an additional annual payment for service on board committees as follows: $10,000 for each member of the Audit Committee ($20,000 for the Chairperson of the Audit Committee), $7,500 for each member of the Compensation Committee ($15,000 for the Chairperson of the Compensation Committee) and $5,000 for each member of the Nominating and Corporate Governance Committee ($10,000 for the Chairperson of the Nominating and Corporate Governance Committee). The Chairperson of the board of directors will be paid an additional annual retainer of $75,000.
Incentive Executive Compensation Clawback Policy
The Compensation Committee adopted the Executive Compensation Clawback Policy (the “Recovery Policy”), which adheres to the listing standards of Nasdaq and the rules of the SEC. The Recovery Policy will require the Compensation Committee to recoup certain cash and equity incentive compensation paid to or deferred by certain executives in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws. Under the Recovery Policy, the Compensation Committee will require recoupment if it determines that incentive-based compensation received by an executive exceeds the amount of incentive-based compensation that otherwise would have been received, had it been calculated based on the restated amounts.
| 74 |
Corporate Governance Practices
As a foreign private issuer whose shares are listed on Nasdaq, we have the option to follow certain UK corporate governance practices rather than those of Nasdaq, except to the extent that such laws would be contrary to U.S. securities laws and provided that we disclose the practices we are not following and describe the home country practices we are following. We intend to rely on this “foreign private issuer exemption” with respect to the following requirements:
| ● | We do not follow Nasdaq Rule 5605(b) regarding independence requirements of the majority of the board of directors. Pursuant to the Companies Act, the board of directors is not required to be comprised of a majority of independent directors. | |
| ● | We do not follow Nasdaq Rule 5620(c) regarding quorum requirements applicable to meetings of shareholders. Such quorum requirements are not required under English law. In accordance with generally accepted business practice, our amended and restated articles of association and the Companies Act 2006 (the “Companies Act”) provide alternative quorum requirements that are generally applicable to meetings of shareholders. | |
| ● | We do not follow Nasdaq Rule 5635(c) regarding shareholder approval requirements for the issuance of securities in connection with a share option or purchase plan that is established or materially amended or other equity compensation arrangement is made or materially amended. Pursuant to the Companies Act, we cannot allot shares or grant rights to subscribe for or to convert any security into shares in the Company without an ordinary resolution of the shareholders. | |
| ● | We do not follow Nasdaq Rule 5635(d) regarding shareholder approval requirements for the issuance of more than 20% of the outstanding ordinary shares of the issuer. Pursuant to the Companies Act, we cannot allot shares or grant rights to subscribe for or to convert any security into shares in the Company without an ordinary resolution of the shareholders. |
Except as stated above, we intend to comply with the rules generally applicable to U.S. domestic companies listed on Nasdaq. We may in the future decide to use other foreign private issuer exemptions with respect to some or all of the other Nasdaq listing requirements. Following our home country governance practices, as opposed to the requirements that would otherwise apply to a company listed on Nasdaq, may provide less protection than is accorded to investors under Nasdaq listing requirements applicable to domestic issuers.
We expect to maintain our status as a foreign private issuer under the applicable corporate governance requirements of the rules and regulations adopted by the SEC and other existing rules. Accordingly, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. See “Description of Share Capital and Articles of Association” for an overview of our corporate governance principles.
Number and Terms of Office of Officers and Directors
Our board of directors consists of six (6) members. Our directors will be appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our articles of association, which will be in effect upon the consummation of this offering.
Pursuant to our articles of association, we may by ordinary resolution appoint a person who is willing to act as a director and the board of directors shall have power at any time to appoint any person who is willing to act as a director, in both cases either to fill a vacancy or as an addition to the existing Board, provided the total number of directors shall not exceed the maximum number of ten.
There are no family relationships among any of our directors or executive officers.
| 75 |
Director Independence and Committees of the Board of Directors
Director Independence
Nasdaq Rule 5605 requires a majority of a listed company’s board of directors to be comprised of independent directors; however, in accordance with Nasdaq Rule 5615(b), a company listing in connection with its initial public offering shall have twelve months from the date of listing to comply with the majority independent board requirement of Rule 5605. Nasdaq Rule 5605 also requires that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. Of our prospective directors, we have determined that David Chung-Hua Bolocan, Prem Parameswaran and Maria Magdalena Gonzalez are “independent” directors under the Nasdaq listing standards, while Justin Floyd, Soumaya Hamzaoui, Hans Rudolf Kunz and Nikolaus Senn are not independent under such standards. We have also determined that each of the three prospective members of the Audit Committee is “independent” for purposes of Section 10A(m)(3) of the Exchange Act and the rules promulgated thereunder and under the Nasdaq listing standards. Further, the board of directors has determined that each of the two prospective members of both the Compensation Committee and the Nominating and Corporate Governance Committee is “independent” under the Nasdaq listing standards. We intend to add independent directors and adopt the policies and procedures set forth below in order to meet listing requirements of Nasdaq, in accordance with the phase-in provisions of Nasdaq Rule 5615(b). In making determinations concerning independence of members of our board of directors and the committees thereof, our board of directors will consider the relationships that each such person has with our Company and all the other facts and circumstances our board of directors deems relevant in determining independence, including the beneficial ownership of our capital stock by each such person.
Board Committees
We have three standing committees of the board of directors: the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Each of the board committees act pursuant to a separate written charter adopted by our board of directors, each of which is available on our website at https://redcloudtechnology.com. Our board of directors may at any time or from time to time appoint certain other committees in its sole discretion as it deems necessary or appropriate to carry out its functions.
Audit Committee
The Audit Committee consists of David Chung-Hua Bolocan (Chairperson) and Prem Parameswaran. The board of directors has determined that all of the members of the Audit Committee are “independent,” as defined by the Nasdaq listing standards and by applicable SEC rules. In addition, the board of directors has determined that David Chung-Hua Bolocan is an audit committee financial expert, as that term is defined by the SEC rules, by virtue of having the following attributes through relevant experience: (i) an understanding of generally accepted accounting principles and financial statements; (ii) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals, and reserves; (iii) experience preparing, auditing, analyzing, or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by our financial statements, or experience actively supervising one or more persons engaged in such activities; (iv) an understanding of internal controls and procedures for financial reporting; and (v) an understanding of audit committee functions.
The function of the Audit Committee relates to oversight of the auditors, the auditing, accounting, and financial reporting processes, and the review of our financial reports and information. In addition, the functions of the Audit Committee include, among other things, recommending to the board of directors the engagement or discharge of independent auditors, discussing with the auditors their review of our quarterly results and the results of their audit, and reviewing our internal accounting controls.
As of the date of this prospectus, due to the Audit Committee now only consisting of two independent directors, we are not compliant with Nasdaq Rule 5605(c), which requires the Audit Committee consist of at least three independent directors. We intend to cure this deficiency within the timeframe provided by Nasdaq Rule 5605(c) by appointing an additional independent director to the board of directors and the Audit Committee.
| 76 |
Compensation Committee
The Compensation Committee consists of David Chung-Hua Bolocan and Prem Parameswaran (Chairperson). The board of directors has determined that all of the members of the Compensation Committee are “independent,” as defined by Nasdaq listing standards. The responsibility of the Compensation Committee is to review and approve the compensation and other terms of employment of our President and Chief Executive Officer and our other executive officers, including all of the “named executive officers.” Among its other duties, the Compensation Committee oversees all significant aspects of our compensation plans and benefit programs. The Compensation Committee annually reviews and approves corporate goals and objectives for the President and Chief Executive Officer’s compensation and evaluates the Chief Executive Officer’s performance in light of those goals and objectives. The Compensation Committee also recommends to the board of directors the compensation and benefits for members of the board of directors. The Compensation Committee has also been appointed by the board of directors to administer our Equity Incentive Plans. The Compensation Committee does not delegate any of its authority to other persons.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee is comprised of David Chung-Hua Bolocan and Prem Parameswaran (Chairperson). The committee members are independent under applicable Nasdaq listing rules and regulations. The Nominating and Corporate Governance Committee is responsible for, among other things, considering potential board of directors members, making recommendations to the full board of directors as to nominees for election to the board of directors, assessing the effectiveness of the board of directors and implementing our corporate governance guidelines.
Limitation of Directors Liability and Indemnification
We have entered into deeds of indemnity with all of our directors and named executive officers whereby we will agree to indemnify those directors and officers to the fullest extent permitted by law, including indemnification against liabilities, costs, charges, expenses, judgments, settlements, compensation and other awards, damages and losses (including any direct, indirect or consequential losses and all interest, penalties, fines, taxes and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) in legal proceedings to which the director or officer was, or is threatened to be made, a party by reason of the fact that such director or officer is or was a director, officer of ours, except where, amongst other things, the board of directors reasonably determines arises out of, or is attributable to, the director or officer’s fraud, willful default, willful misconduct, reckless conduct, dishonesty, deliberate criminal conduct or act of bad faith.
We have director and officer liability insurance to cover liabilities our directors and officers may incur in connection with their services to us, including matters arising under the Securities Act. Our articles of association also provide that every director or other officer of the Company shall be entitled to be indemnified by the Company out of the Company’s assets against all liabilities incurred by them in the actual or purported execution or discharge of their duties or the exercise or purported exercise of their powers or otherwise in relation to or in connection with their duties, powers or office to the maximum extent permitted by applicable law.
There is no pending litigation or proceeding involving any of our directors, officers, employees or agents in which indemnification will be required or permitted. We are not aware of any threatened litigation or proceeding that may result in a claim for such indemnification.
Guidelines for Selecting Director Nominees
The guidelines for selecting nominees, which are specified in the Nominating and Corporate Governance Committee’s charter, generally provide that persons to be nominated:
| ● | should have demonstrated notable or significant achievements in business, education or public service; | |
| ● | should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and | |
| ● | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. |
| 77 |
Equity Incentive Plans
RTL Enterprise Management Incentive Plan and RTL Share Option Plan for Contractors (the “Option Plans”)
We have currently established the RTL Enterprise Management Incentive Plan (the “EMI Plan”) and the RTL Share Option Plan for Contractors (the “Contractor Plan”, together the “Option Plans”). The Contractor Plan takes the same form as the EMI Plan, save for certain changes which are required for non-employee option grants and are specified in the rules of the Contractor Plan. The terms set out below apply to both the EMI Plan and the Contractor Plan unless otherwise specified.
Pursuant to the Option Plans, we have issued options to certain individuals both in the UK and overseas (the “Option Holders”) over ordinary shares in RedCloud Technologies Limited, and we intend to grant further options to such individuals prior to completion of the Formation Transaction (the “RTL Options”). These upcoming intended option grants shall be issued under slightly amended forms of the Option Plans.
Further detail of the RTL Options can be found below under the “Options” section of “Description of Share Capital and Articles of Association.”
Eligibility and Types of Awards
Under the EMI Plan, UK tax-favored Enterprise Management Incentive (“EMI”) options can be granted to eligible employees. An eligible employee is an employee of a group company who satisfies the EMI working time requirement (meaning that they work for the relevant group company on average for at least 25 hours per week, or, if less, 75% of their working time). Under the EMI Plan non-tax favored options can also be granted to such eligible employees.
Under the Contractor Plan, non-tax favored options can be granted to contractors. A contractor is defined as an individual who provides services personally to any group company as a consultant or contractor or otherwise. It includes individuals who provide services to a group company indirectly through a third-party employer/employer of record.
EMI limits
There is a legislative limit on the total unrestricted market value of outstanding EMI options which can be held by any one Option Holder (together with some other tax-favoured options in the UK). This limit is £250,000.
There is a similar legislative limit on the total unrestricted market value of EMI options which can be outstanding in RedCloud Technologies Limited at any given time. This limit is £3,000,000.
Non-Transferability of Awards
Options granted under the Option Plans are not transferrable other than to the personal representatives of the Option Holder on the death of the Option Holder (and will lapse immediately if the Option Holder otherwise attempts such a prohibited transfer).
Exercise Events
Under the Option Plans, an option can be exercised (i) at any time after a listing/IPO, (ii) for a period of 30 days following a change in control, (iii) following notice from the board of directors that a change of control or asset sale is likely to occur, or that RedCloud Technologies Limited proposes to pass a resolution for voluntary winding up, but such exercise shall only take effect immediately prior to and conditional upon the relevant event occurring, (iv) during the period commencing immediately following the sanctioning of a compromise or arrangement by the UK court between RedCloud Technologies Limited and its members under Part 26 of the Companies Act 2006 and ending on the date it becomes effective, (v) for a period of 30 days following the sale of substantially all the business or assets of the RedCloud Group, or (vi) on the day immediately prior to the tenth anniversary of the date of grant of the option. The exercisability is also subject to the leaver provisions. The board of directors has the discretion to extend the aforementioned exercise periods in (ii) to (v).
The board of directors also has the discretion to permit exercise on any other event that it considers to have the character of an exit event.
| 78 |
For the new option grants, these options will also be exercisable on a secondary sale to the extent that the third-party purchaser is willing to buy the shares acquired on exercise.
Reorganization
In the event of a reorganization which meets specified criteria, the Option Holder may be offered a new option in exchange for their existing option. If such an offer is made, the option may not be exercisable by virtue of any of the exercise events set out above and the existing option shall lapse at the end of the period during which the new option is offered, unless the Company gives notice to the Option Holder that their option may be so exercised.
Leavers
Under the EMI Plan, a Good Leaver is defined as an Option Holder who ceases to be an employee of a group company by reason of (i) injury, (ii) disability, (iii) redundancy (within the meaning of the Employment Rights Act 1996), (iv) retirement on reaching the age at which the employee is bound to retire in accordance with the contract of employment, or (v) because the employee’s employing company or business is transferred out of the RedCloud Group, or (vi) for any other reason determined by the board of directors in its absolute discretion.
Under the Contractor Plan, a Good Leaver is defined as an Option Holder who ceases to provide services to a group company by reason of injury or disability, or for any other reason determined by the board of directors in its absolute discretion.
A Good Leaver can retain the vested portion of their option (or such a greater extent if determined by the Board) to be exercised in accordance with the remainder of the rules. The board of directors also has the discretion to allow the Option Holder to exercise their option within 90 days of termination, and such option will continue to subsist to the extent not exercised at the end of this period. The portion of the option which is unvested or not otherwise permitted to be exercised/retained shall lapse.
If an Option Holder dies, the option can be retained by their personal representatives to the extent vested, to be exercised in accordance with the remainder of the rules. The option will lapse one year after the Option Holder’s death.
If an Option Holder ceases to be an employee/contractor and they are not a Good Leaver, then the board of directors has the discretion to allow the option to be exercised within 90 days of termination or to be retained after termination to be exercised in accordance with the reminder of the rules (to whatever extent the board of directors decides). The option will lapse to the extent that the board of directors does not exercise this discretion at all.
A contractor becoming an employee of the Company will not be treated as a leaver under the Contractor Plan.
Alterations and Term
No options can be granted under the Option Plans after the tenth anniversary of their date of adoption.
The board of directors may at any time resolve in writing to alter or add to all or any of the provisions of the Option Plans and/or the terms upon which any option has been granted under it in any respect. The amendment shall take effect from the date of such resolution. However, no alteration (unless of a minor nature to benefit the administration of the plan or to take account in changes to legislation or related rules/regulations) may be made if it is disadvantageous to an Option Holder without the consent of the majority in number of Option Holders affected by such alteration, or otherwise without the prior approval of the Company in a general meeting.
The amendments to the Option Plans shall only apply to the new options to be granted, and shall be approved by the Board.
| 79 |
Adjustments
In the event of a demerger or any increase or variation in the share capital of the Company or if the board of directors pays a special dividend, the board of directors may make any adjustment to the number of shares under option, the exercise price or the number of shares to be acquired on exercise (if the event takes place after an exercise but before the shares are allotted/transferred) as it deems appropriate.
2024 Equity Incentive Plan
The following is a summary of the material features of the RedCloud Holdings plc 2024 Equity Incentive Plan (the “2024 Plan”, together with the Option Plans, the “Equity Inventive Plans”). The 2024 Plan was approved by both our shareholders and our board of directors effective October 10, 2024.
Eligibility
The Administrator may grant awards to any director, employee or consultant of the Company or its subsidiaries. Only employees are eligible to receive incentive share options.
Administration
The 2024 Plan will be administered by our board of directors or one or more committees or subcommittees of the board of directors, which will be comprised, unless otherwise determined by the board of directors, solely of not less than two members who will be non-employee directors (a “Committee”), or any officer that has been delegated administrative authority pursuant to the 2024 Plan for the duration such delegation is in effect (collectively, the “Administrator”). The Administrator, which initially will be the board of directors with respect to awards to non-employee directors and the Compensation Committee of our board of directors with respect to other participants. The Administrator will have the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of the 2024 Plan, subject to the 2024 Plan’s express terms and conditions. The Administrator will also set the terms and conditions of all awards under the 2024 Plan, including any vesting and vesting acceleration conditions.
Share Reserve
The maximum aggregate number of shares that may be issued under the 2024 Plan is equal to 20% of the outstanding shares of all classes of Company stock as of the closing of the Company’s IPO.
8,845,327 ordinary shares may be issued upon the exercise of incentive share options.
Shares issuable under the 2024 Plan may be authorized, but unissued, or reacquired shares. Shares underlying any awards under the 2024 Plan that are settled in cash, forfeited, canceled, repurchased, held back upon exercise of an option or settlement of an award to cover the exercise price or tax withholding satisfied without the issuance of shares or otherwise terminated (other than by exercise) will be added back to the shares available for issuance under the 2024 Plan, although shares shall not again become available for issuance as incentive share options. Additionally, shares issued as “substitute awards” (as defined in the 2024 Plan) will not count against the 2024 Plan’s share limit, except substitute awards that are incentive share options will count against the incentive share option limit.
The share reserve described herein may be subject to certain adjustments in the event of certain changes in the capitalization of the Company (see “Equitable Adjustments” below).
| 80 |
Annual Limitation on Awards to Non-Employee Directors
The 2024 Plan contains a limitation whereby the value of all awards under the 2024 Plan and all other cash compensation paid by the Company to any non-employee director may not exceed $750,000 for the first calendar year a non-employee director is initially appointed to the Board, and $500,000 in any other calendar year.
Types of Awards
The 2024 Plan provides for the grant of share options, share appreciation rights, restricted shares, restricted shares units, performance awards, dividend equivalent awards, and other share- or cash-based awards (collectively, “awards”).
Share Options. The 2024 Plan permits the granting of both options intended to qualify as incentive share options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and options that do not so qualify. Options granted under the 2024 Plan will be nonqualified options if they fail to qualify as incentive share options or exceed the annual limit on incentive share options. Incentive share options may only be granted to employees of the Company and its subsidiaries. Nonqualified options may be granted to any persons eligible to receive awards under the 2024 Plan.
The exercise price of each option will be determined by the Administrator, but such exercise price may not be less than 100% of the fair market value of one ordinary share of the Company on the date of grant or, in the case of an incentive share option granted to a 10% or greater shareholder, 110% of such share’s fair market value. The term of each option will be set by the Administrator and may not exceed ten (10) years from the date of grant (or five (5) years for an incentive share option granted to a 10% or greater shareholder). The Administrator will determine at what time or times each option may be exercised, including the ability to accelerate the vesting of such options.
Share Appreciation Rights. The Administrator may award share appreciation rights subject to such conditions and restrictions as it may determine. Share appreciation rights entitle the recipient to ordinary shares of the Company or cash, equal to the value of the appreciation in the Company’s share price over the exercise price, as set by the Administrator and which will be at least equal to the fair market value of an ordinary share of the Company on the grant date. The term of each share appreciation right will be set by the Administrator and may not exceed ten years from the date of grant. The Administrator will determine at what time or times each share appreciation right may be exercised, including the ability to accelerate the vesting of such share appreciation rights.
Restricted Shares. A restricted share award is an award of ordinary shares of the Company that vests in accordance with the terms and conditions established by the Administrator. The Administrator will determine the persons to whom grants of restricted share awards are made, the number of restricted shares to be awarded, the price (if any) to be paid for the restricted shares, the time or times within which awards of restricted shares may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of restricted share awards. Unless otherwise provided in the applicable award agreement, a participant generally will have the rights and privileges of a shareholder as to such restricted shares, including without limitation the right to vote such restricted shares and the right to receive cash dividends, if applicable.
Restricted Share Units. Restricted share units are the right to receive ordinary shares of the Company at a future date in accordance with the terms of such grant upon the attainment of certain conditions specified by the Administrator. Restrictions or conditions could include, but are not limited to, the attainment of performance goals, continuous service with the Company or its subsidiaries, the passage of time or other restrictions or conditions. The Administrator determines the persons to whom grants of restricted share units are made, the number of restricted share units to be awarded, the time or times within which awards of restricted share units may be subject to forfeiture, the vesting schedule, and rights to acceleration thereof, and all other terms and conditions of the restricted share unit awards. The value of the restricted share units may be paid in ordinary shares of the Company, cash, other securities, other property, or a combination of the foregoing, as determined by the Administrator.
The holders of restricted share units will have no voting rights. Prior to settlement or forfeiture, restricted share units awarded under the 2024 Plan may, at the Administrator’s discretion, provide for a right to dividend equivalents.
| 81 |
Performance Awards. The Administrator has the authority to grant share options, share appreciation rights, restricted shares, or restricted share units as a performance award, which means that such awards vest at least in part upon the attainment of one or more specified performance criteria. For each performance period, the Administrator will have the sole authority to select the length of such performance period, the types of performance awards to be granted, the performance criteria that will be used to establish the performance goals, and the level(s) of performance which shall result in a performance award being earned. At any time, the Administrator may adjust or modify the calculation of a performance goal for a performance period, to appropriately reflect any circumstance or event that occurs during a performance period and that in the Administrator’s sole discretion, warrants adjustment or modification. Depending on the type of performance award granted, the previously discussed terms and conditions will also apply to a performance award.
Performance criteria for a performance award may be based on the attainment of specific levels of performance of the Company (and/or one or more subsidiaries, divisions, business segments or operational units, or any combination of the foregoing) and may include, without limitation, any of the following: (i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after taxes); (iii) revenue or revenue growth (measured on a net or gross basis); (iv) gross profit or gross profit growth; (v) operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on assets, capital, invested capital, equity, or sales); (vii) cash flow (including, but not limited to, operating cash flow, free cash flow, net cash provided by operations and cash flow return on capital); (viii) financing and other capital raising transactions (including, but not limited to, sales of the Company’s equity or debt securities); (ix) earnings before or after taxes, interest, depreciation and/or amortization; (x) gross or operating margins; (xi) productivity ratios; (xii) share price (including, but not limited to, growth measures and total shareholder return); (xiii) expense targets; (xiv) margins; (xv) productivity and operating efficiencies; (xvi) customer satisfaction; (xvii) customer growth; (xviii) working capital targets; (xix) measures of economic value added; (xx) inventory control; (xxi) enterprise value; (xxii) sales; (xxiii) debt levels and net debt; (xxiv) combined ratio; (xxv) timely launch of new facilities; (xxvi) client retention; (xxvii) employee retention; (xxviii) timely completion of new product rollouts; (xxix) cost targets; (xxx) reductions and savings; (xxxi) productivity and efficiencies; (xxxii) strategic partnerships or transactions; and (xxxiii) personal targets, goals or completion of projects. Any one or more of the performance criteria may be used on an absolute or relative basis to measure the performance of the Company and/or one or more subsidiaries as a whole or any business unit(s) of the Company and/or one or more subsidiaries or any combination thereof, or any of the above performance criteria may be compared to the performance of a selected group of comparison or peer companies, or a published or special index that the Administrator deems appropriate, or as compared to various stock market indices.
Dividend Equivalents. An award of dividend equivalents entitles the holder to be credited with an amount equal to all dividends paid on one ordinary share of the Company while the holder’s tandem award is outstanding. Dividend equivalents may be paid currently or credited to an account for the participant, settled in cash or ordinary shares of the Company, and subject to the same restriction on transferability and forfeitability as the award with respect to which the dividend equivalents are granted.
Other Share- or Cash-Based Awards. Other share-based awards may be granted either alone, in addition to, or in tandem with, other awards granted under the 2024 Plan and/or cash awards made outside of the 2024 Plan. The Administrator shall have authority to determine the service providers to whom and the time or times at which other share-based awards shall be made, the amount of such other share-based awards, and all other conditions of the other share-based awards including any dividend and/or voting rights. The Administrator may grant cash awards in such amounts and subject to such performance or other vesting criteria and terms and conditions as the Administrator may determine.
Repricing
Notwithstanding anything to the contrary in the 2024 Plan, unless a repricing is approved by shareholders, in no case may the Administrator (i) amend an outstanding option or share appreciation right to reduce the exercise price of the award, (ii) cancel, exchange, or surrender an outstanding option or share appreciation right in exchange for cash or other awards for the purpose of repricing the award, or (iii) cancel, exchange, or surrender an outstanding option or share appreciation right in exchange for an option or share appreciation right with an exercise price that is less than the exercise price of the original award.
| 82 |
Equitable Adjustments
In the event of a merger, consolidation, recapitalization, share split, reverse share split, reorganization, split-up, spin-off, combination, repurchase or other change in corporate structure affecting our ordinary shares, the Administrator will adjust (i) the number and class of shares which may be delivered under the 2024 Plan (or number and kind of other securities or other property); (ii) the number, class and price (including the exercise or strike price of options and share appreciation rights) of shares subject to outstanding awards, (iii) any applicable performance criteria, performance period, and other terms and conditions of outstanding performance awards, and (iv) the 2024 Plan’s numerical limits.
Change in Control
In the event of any proposed change in control (as defined in the 2024 Plan), the Administrator will take any action as it deems appropriate, which action may include, without limitation, the following: (i) the continuation of any award, if the Company is the surviving corporation; (ii) the assumption of any award by the surviving corporation or its parent or subsidiary; (iii) the substitution by the surviving corporation or its parent or subsidiary of equivalent awards; (iv) accelerated vesting of the award, with all performance objectives and other vesting criteria deemed achieved at targeted levels, and a limited period during which to exercise the award prior to closing of the change in control, or (v) settlement of any award for the change in control price (less, to the extent applicable, the per share exercise price). Unless determined otherwise by the Administrator, in the event that the successor corporation refuses to assume or substitute for the award, a participant shall fully vest in and have the right to exercise the award as to all of our ordinary shares, including those that would not otherwise be vested or exercisable, all applicable restrictions will lapse, and all performance objectives and other vesting criteria will be deemed achieved at targeted levels.
Term
The 2024 Plan will, unless terminated earlier, continue in effect for a term of five (5) years.
Amendment and Termination
Our board of directors may amend, alter, suspend or terminate the 2024 Plan at any time. No amendment or termination of the 2024 Plan will materially impair the rights of any participant, unless mutually agreed otherwise between the participant and the Company. Approval of the shareholders shall be required for any amendment, where required by applicable law, as well as (i) to increase the number of shares available for issuance under the 2024 Plan and (ii) to change the persons or class of persons eligible to receive awards under the 2024 Plan.
Recoupment Policy
All awards granted under the 2024 Plan, all amounts paid under the 2024 Plan, and all ordinary shares issued under the 2024 Plan shall be subject to reduction, recoupment, clawback, or recovery by the Company in accordance with applicable laws and with Company policy.
| 83 |
PRINCIPAL SHAREHOLDERS
Based solely upon information made available to us, the following table sets forth information as of March 11, 2026 regarding the beneficial ownership of our ordinary shares:
| ● | each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; | |
| ● | each of our named executive officers and directors; and | |
| ● | all our executive officers and directors as a group. |
The percentage ownership information shown in the table is based upon 55,318,352 ordinary shares outstanding as of March 11, 2026.
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Except as otherwise indicated, each person or entity named in the table has sole voting and investment power with respect to all shares of our capital shown as beneficially owned, subject to applicable community property laws.
In computing the number and percentage of shares beneficially owned by a person, shares that may be acquired by such person (for example, upon the exercise of options or warrants) within 60 days of the date of this prospectus are counted as outstanding, while these shares are not counted as outstanding for computing the percentage ownership of any other person.
The address of each holder listed below, except as otherwise indicated, is 50 Liverpool Street, London, EC2M 7PY.
| Name of Beneficial Owner | Ordinary Shares Beneficially Owned | Percent of Ordinary Shares Beneficially Owned | ||||||
| Named Executive Officers and Directors | ||||||||
| Justin Floyd (1) | 2,221,412 | 3.97 | % | |||||
| Raju Datla | - | * | % | |||||
| Soumaya Hamzaoui (2) | 507,750 | * | % | |||||
| Hans Rudolf Kunz (3) | 7,735,431 | 13.93 | % | |||||
| Nikolaus Senn (4) | 7,874,955 | 14.11 | % | |||||
| David Chung-Hua Bolocan | - | * | % | |||||
| Prem Parameswaran | - | * | % | |||||
| All directors and executive officers as a group (seven persons) | % | |||||||
| 5% Shareholders | ||||||||
| Christina Byland (5) | 28,224,721 | 47.32 | % | |||||
*Less than 1%.
| (1) | Includes 1,587,037 ordinary shares, 634,375 options for the purchase of ordinary shares, which are exercisable within 60 days of the date of this prospectus. |
| (3) | Includes 507,750 options for the purchase of ordinary shares, which are exercisable within 60 days of the date of this prospectus held by Soumaya Hamzaoui, our Chief Product and Commercial Officer and director. |
| (4) | Represents 7,525,431 ordinary shares held by HRK Participations SA, an entity incorporated under the laws of Luxembourg, and includes 210,000 options for the purchase of ordinary shares, which are exercisable within 60 days of the date of this prospectus, held by Hans Rudolf Kunz, our Chairperson of the Board. HRK Participations SA is wholly owned by HRK Holding (HK) Ltd. (“HRK Holding”), and HRK Holding is wholly owned by Mr. Kunz. |
| (5) | Represents 7,874,955 ordinary shares held by Nikolaus Senn, a director of our Company, and includes 135,000 options for the purchase of ordinary shares and warrants to purchase 376,000 ordinary shares, which are exercisable within 60 days of the date of this prospectus. |
| (8) | Represents 23,895,330 ordinary shares held by Christina Byland and warrants to purchase 4,329,391 ordinary shares, which are exercisable within 60 days of the date of this prospectus. |
| 84 |
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Other than compensation arrangements for our directors and executive officers, which are described elsewhere in this prospectus, the following describes transactions we have entered into over the last three completed fiscal years, and each currently proposed transaction in which:
| ● | we have been or are to be a participant; | |
| ● | the amounts involved exceed the lesser of (i) $120,000 or (ii) one percent of our average total assets at year-end for the last two completed fiscal years; and | |
| ● | any of our directors, executive officers or holders of more than 5% of our outstanding capital shares, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest. |
Credit Facilities
Credit Facilities from Lienhardt & Partner Privatbank Zurich AG
On September 22, 2025, we obtained a £2,000,000 credit facility from Lienhardt & Partner Privatbank Zurich AG with an interest rate of 4.95% per annum.
On October 27, 2025, we obtained a further facility from Lienhardt & Partner Privatbank Zurich AG of £2,800,000 with an interest rate of 4.95% per annum.
Each credit facility is a rolling month-to-month facility with no set maturity date, and each facility is guaranteed by Christina Byland, a holder of more than 5% of our outstanding capital shares, and Nikolaus Senn, a member of the board of directors.
Term Loans
Term Loans from Christina Byland
On December 21, 2022, February 7, 2023, March 15, 2023, and April 18, 2023, we entered into various unsecured term loans with Ms. Christina Byland, a holder of more than 5% of our outstanding capital shares, for an aggregate principal amount of £4,300,000 ($5,375,000). On June 21, 2023, such term loans were consolidated and renewed bearing a cumulative interest rate of 10% and a maturity date of December 20, 2023.
On July 14, 2023 and August 9, 2023, we entered into two additional term loans with Ms. Byland for £1,300,000 ($1,625,000) and £1,600,000 ($2,000,000), respectively, both bearing an interest rate of 10% per annum and a maturity date of December 20, 2023. On December 21, 2023, these additional loans were consolidated with the previously consolidated loan from June 2023 bearing a cumulative interest rate of 10%, and the maturity date was further extended to the consummation of this offering.
On September 30, 2024, each of the above mentioned loans were restated and consolidated into the Restated Consolidated Loan Agreement (as defined herein) as disclosed under “ – Restated Consolidated Loan Agreement.”
| 85 |
On October 17, 2024, we entered into an addendum to the Restated Consolidated Loan Agreement to add £2,000,000 ($2,500,000) loaned to the Company from Ms. Byland. The additional amount was added to the principal amount was added to the principal amount outstanding on the Restated Consolidated Loan Agreement and has the same terms as the Restated Consolidated Loan Agreement. (as discussed in further detail below).
On December 19, 2024, we entered into a further addendum to the Restated Consolidated Loan Agreement to add £2,800,000 ($3,500,000) loaned to the Company from Ms. Byland to be drawn down in two tranches (£2,000,000 ($2,500,000) on December 19, 2024 and £800,000 ($1,000,000) on January 10, 2025). The additional amount was added to the principal amount outstanding on the Restated Consolidated Loan Agreement and has the same terms as the Restated Consolidated Loan Agreement (as discussed in further detail below).
On January 23, 2025, we entered into a further addendum to the Restated Consolidated Loan Agreement to add £1,500,000 ($1,875,000) loaned to the Company from Ms. Byland on January 23, 2025. The additional amounts were added to the principal amount outstanding on the Restated Consolidated Loan Agreement and has the same terms as the Restated Consolidated Loan Agreement.
On January 30, 2025, we entered into a Loan Capitalization Agreement with Ms. Byland, pursuant to which Ms. Byland agreed to convert £4,800,000 ($6,000,000) of the amount loaned to the Company pursuant to the Restated Consolidated Loan Agreement (£2,000,000 ($2,500,000) on October 17, 2024, £2,000,000 ($2,500,000) on December 19, 2024 and £800,000 ($1,000,000) on January 10, 2025) into ordinary shares of the Company at the consummation of the offering. This Loan Capitalization Agreement has been amended and restated on February 17, 2025 (as discussed in further detail below).
Each of the above term loans with Ms. Christina Byland were converted into ordinary shares pursuant to the Amended and Restated Loan Capitalization Agreement upon consummation of our initial public offering.
On November 26, 2025, we entered into an unsecured term loan with Ms. Christina Byland for an aggregate amount of CHF2,000,000, carrying an interest rate of 10% per annum. The maturity date of the term loan is May 25, 2026. However, we are in discussions with Ms. Byland to extend the maturity date to May 25, 2027.
On December 17, 2025, we obtained an additional unsecured term loan from Ms. Christina Byland for an aggregate amount of CHF2,000,000, carrying an interest rate of 10% per annum. The maturity date of the term loan is May 25, 2026. However, we are in discussions with Ms. Byland to extend the maturity date to May 25, 2027.
Term Loan from Nikolaus Senn
On December 21, 2022, February 7, 2023, March 15, 2023, and April 18, 2023, we entered into various unsecured term loans with Mr. Nikolaus Senn, a member of the board of directors, for an aggregate principal amount of £800,000 ($1,000,000). On June 21, 2023, such term loans were consolidated and renewed bearing a cumulative interest rate of 10% and a maturity date of December 20, 2023. On December 21, 2023, the maturity date was further extended to the consummation of this offering.
As of December 31, 2023, we owed Mr. Senn £972,371 ($1,215,464) and as of December 31, 2022, we owed Mr. Nikolaus Senn £500,000 ($625,000), respectively.
On September 30, 2024, each of these unsecured term loans were restated and consolidated into the Restated Consolidated Loan Agreement as disclosed under “– Restated Consolidated Loan Agreement.”
Each of the above term loans with Mr. Nikolaus Senn were converted into ordinary shares pursuant to the Amended and Restated Loan Capitalization Agreement upon consummation of our initial public offering.
| 86 |
Term Loan from HRK Participations SA
On December 21, 2022, February 7, 2023, March 15, 2023, and April 18, 2023, we entered into various unsecured term loans with HRK Participations SA, an entity wholly owned by Hans Rudolf Kunz, Chairperson of the Board, for an aggregate principal amount of £800,000 ($1,000,000). On June 21, 2023, such term loans were consolidated and renewed bearing a cumulative interest rate of 10% and a maturity date of December 20, 2023. On December 21, 2023, the maturity date was further extended to the consummation of our initial public offering.
As of December 31, 2023, we owed HRK Participations SA £972,371 ($1,215,464) and as of December 31, 2022, we owed HRK Participations SA £500,000 ($625,000), respectively. As of June 30, 2024, we have not repaid any principal or interest, leaving an outstanding balance of £1,012,262 ($1,265,328). As of December 31, 2024, we owed Mr. Kunz £1,083,921.86 ($1,354,903).
On September 30, 2024, each of these unsecured term loans were restated and consolidated into the Restated Consolidated Loan Agreement as disclosed under “– Restated Consolidated Loan Agreement.”
Each of the above term loans with HRK Participations SA were converted into ordinary shares pursuant to the Amended and Restated Loan Capitalization Agreement upon consummation of our initial public offering.
Bridging Loans
On November 28, 2023, December 21, 2023, January 24, 2024, May 10, 2024, May 28, 2024, June 24, 2024, July 26, 2024 and August 29, 2024, we entered into eight bridging loans with Ms. Byland in the aggregate of £15,500,000 ($19,375,000). Such loans are payable upon the closing of our initial public offering and bear a 10% per annum interest rate. As of December 31, 2023 and June 30, 2024, the outstanding balance was £2,110,794.52 ($2,638,493) and £9,718,383.56 ($12,147,979), respectively.
On September 30, 2024, each of the above mentioned bridge loans were restated and consolidated into the Restated Consolidated Loan Agreement as disclosed under “– Restated Consolidated Loan Agreement.”
Each of the bridge loans described above were converted into ordinary shares pursuant to the Amended and Restated Loan Capitalization Agreement upon consummation of our initial public offering.
Restated Consolidated Loan Agreement
On September 30, 2024, we entered into a restated and consolidated loan agreement with Ms. Christina Byland, a holder of more than 5% of our outstanding capital shares, HRK Participations SA (“HRK”), an entity wholly owned by Hans Rudolf Kunz, Chairperson of the Board, and Mr. Nikolaus Senn (“NS”, together with Ms. Byland and HRK, the “Lenders”), a member of the Board, pursuant to which we agreed to consolidate the Term Loans and Bridging Loans included above in Certain Relationships and Related Party Transactions – Term Loans and Certain Relationships and Related Party Transactions – Bridging Loans, which as of September 30, 2024 had an aggregate principal amount of £25,829,000 ($32,286,250) and interest of £1,132,566 ($1,415,708), into one restated and consolidated loan agreement (“Restated Consolidated Loan Agreement”). The Restated Consolidated Loan Agreement has an interest rate of 15% per annum and matures on September 1, 2029. The Restated Consolidated Loan Agreement provides the Lenders with the ability to unanimously provide notice to the Company to require repayment of the amount outstanding on (i) the second anniversary of the consummation of our initial public offering, (ii) the last day of each six-month period after the second anniversary of the consummation of our initial public offering or (iii) at any time if our initial public offering was not consummated within 18 months of September 30, 2024.
On October 17, 2024, we entered into an addendum to the Restated Consolidated Loan Agreement to add £2,000,000 ($2,500,000) loaned to the Company from Ms. Byland on September 24, 2024. The additional amount was added to the principal amount outstanding on the Restated Consolidated Loan Agreement and has the same terms as the Restated Consolidated Loan Agreement. On December 19, 2024, we entered into a further addendum to the Restated Consolidated Loan Agreement to add £2,800,000 ($3,500,000) loaned to the Company from Ms. Byland to be drawn down in two tranches (£2,000,000 ($2,500,000) on December 19, 2024 and £800,000 ($1,000,000) on January 10, 2025). On January 23, 2025, we entered into a further addendum to the Restated Consolidated Loan Agreement to add £1,500,000 ($1,875,000) loaned to the Company from Ms. Byland on January 23, 2025. The additional amounts were added to the principal amount outstanding on the Restated Consolidated Loan Agreement and has the same terms as the Restated Consolidated Loan Agreement.
| 87 |
Amended and Restated Loan Capitalization Agreement
On February 17, 2025, we entered into an Amended and Restated Loan Capitalization Agreement with the Lenders pursuant to which (i) each of the holders agreed to convert the full outstanding balance of £33,211,566.40 ($41,514,458) loaned to the Company pursuant to the Restated Consolidated Loan Agreement, and the respective addendums thereto, into ordinary shares of the Company.
The Amended and Restated Loan Capitalization Agreement as converted upon the consummation of our initial public offering.
Convertible Loan Notes
On September 15, 2023, October 9, 2023, November 8, 2023, February 8, 2024 and March 26, 2024, Ms. Byland subscribed for convertible loan notes in RedCloud Technologies Limited. On March 31, 2024, these loan notes were consolidated and renewed into £10,500,000 ($13,125,000) unsecured convertible loan notes, bearing an interest rate of 15% per annum. As of December 31, 2023 and June 30, 2024, the outstanding balance of the convertible notes was £7,368,657 ($9,210,821) and £17,603,103 ($22,003,879), respectively. As of June 30, 2024, we have not repaid any principal or interest. These loan notes were converted upon the consummation of our initial public offering.
Collateral on Working Capital Loan
Dr. Nikolaus Senn, a director of the Company, agreed to provide to Lienhardt the sum of £2,000,000 ($2,500,000) as collateral on the Working Capital Loan (the “Collateral”). Hans Rudolf Kunz, Chairperson of the Board, and Christina Byland and Darisse Summers, each shareholders of greater than 5% of the Company, agreed to indemnify Dr. Senn with respect to the Collateral in the event that the Company defaults on the Working Capital Loan. The Working Capital Loan was paid off in connection with the consummation of our initial public offering.
Agreements with Our Executive Officers and Directors
Employment Agreement with Justin Floyd
Upon the consummation of our initial public offering, we entered into an executive employment agreement with Justin Floyd (the “Floyd Agreement”), pursuant to which Mr. Floyd will serve as the Company’s Chief Executive Officer, reporting to the Company’s board of directors. The Floyd Agreement remains in effect indefinitely until terminated by either party. The Floyd Agreement provides for (A) a $550,000 annual base salary paid in accordance with our normal payroll practices and which may be increased in the discretion of our Board, but not reduced, (B) a relocation payment of $200,000, (C) a target annual bonus equal to 100% of base salary, with the actual amount of such bonus determined in the discretion of our board of directors, based on the achievement of individual and/or company performance goals determined by our board of directors or a subcommittee thereof and payable on the date annual bonuses are paid to our other senior executives, but in no event later than March 15th of the calendar year following the calendar year in which such bonus was earned, (D) a target annual equity compensation award equal to at least $5,092,000, each of which will be subject to a four-year vesting period and such other terms and conditions as determined by our board of directors or a subcommittee thereof, and (F) eligibility to participate in customary health, welfare, and fringe benefit plans we provide to our employees, but if we don’t offer customary health, welfare, and fringe benefit plans in New York, NY, the Company will reimburse Mr. Floyd (and Mr. Floyd’s spouse and/or eligible dependents) full monthly cost of market-standard health and welfare benefits.
The Floyd Agreement also provides that in connection with our initial public offering, the Company will recommend to the board of directors that it make a one-time equity grant to Mr. Floyd with a value of $10,000,000, and which will be subject to a four-year vesting period, with such other terms and conditions of the grant set forth in a separate grant agreement between the Company and Mr. Floyd. As of the date of this prospectus, this equity grant has not been approved by the board of directors or granted.
The Floyd Agreement includes certain restrictive covenants, which include non-solicitation and non-competition covenants during the term of the Floyd Agreement and for the 12 months following.
The foregoing description of the Floyd Agreement is not complete and is qualified in its entirety by reference to the full text of the Floyd Agreement, which is filed as exhibit 10.1 to this registration statement.
| 88 |
Indemnification Agreements
We have entered into a deed of indemnity with each of our directors and executive officers. Our articles of association empower us to indemnify our directors and executive officers to the fullest extent permitted by applicable law.
Policies and Procedures with Respect to Related Party Transactions
Pursuant to our Audit Committee charter, our Audit Committee is responsible for reviewing and approving transactions with related persons. A related person includes directors, executive officers, beneficial owners of 5% or more of any class of our voting securities, immediate family members of any of the foregoing persons, and any entities in which any of the foregoing is an executive officer or is an owner of 5% or more ownership interest.
If a transaction involving an amount in excess of $120,000 has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, information regarding the related person transaction will be reviewed by our Audit Committee, which will determine whether to approve the transaction.
In considering related person transactions, our Audit Committee will take into account the relevant available facts and circumstances including, but not limited to:
| ● | the related person’s interest in the related person transaction; | |
| ● | the approximate dollar value of the amount involved in the related person transaction; | |
| ● | the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss; | |
| ● | whether the transaction was undertaken in the ordinary course of business of our Company; | |
| ● | whether the transaction with the related person is proposed to be, or was, entered into on terms no less favorable to us than terms that could have been reached with an unrelated third party; | |
| ● | the purpose, and the potential benefits to our Company, of the transaction; and | |
| ● | any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction. |
In determining whether to approve, ratify or reject a related person transaction, the audit committee will review all relevant information available to it about such transaction, and it will approve or ratify the related person transaction only if it determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, the best interests of our company.
| 89 |
Description of SECURITIES TO BE REGISTERED
General
RedCloud Holdings plc was incorporated as a public limited company on April 15, 2024 organized under the laws of England and Wales under registered number 15647424. Our registered office is at 50 Liverpool Street, London EC2M 7PY. The principal legislation under which we operate and our shares are issued is the Companies Act.
Ordinary Shares
As of March 11, 2026, 55,318,352 ordinary shares were issued and outstanding. Each ordinary share has a nominal value of £0.002 per share. Each issued and outstanding ordinary share is fully paid. There is no limit to the number of ordinary shares that we are authorized to issue, as the concept of authorized capital is no longer applicable under the provisions of the Companies Act. Each holder of our ordinary shares is entitled to one vote per ordinary share on all matters to be voted on by shareholders generally. The holders of our ordinary shares are entitled to receive such dividends as are recommended by our directors and declared by our shareholders. There are no conversion rights, redemption provisions or sinking fund provisions relating to any ordinary shares. See “Articles of Association” below for additional information.
We are not permitted under English law to hold our own ordinary shares unless they are repurchased by us and held in treasury. We do not currently hold any of our own ordinary shares.
| 90 |
SELLING SHAREHOLDERS
This prospectus relates to the offer and sale by the Selling Shareholders of up to 5,200,000 of our ordinary shares consisting of: (a) up to 2,600,000 ordinary shares that we may issue to Tumim pursuant to the Tumim Purchase Agreement and (b) up to 2,600,000 ordinary shares that we may issue to Amiens pursuant to the Amiens Purchase Agreement. For additional information regarding our ordinary shares included in this prospectus, see the section titled “Committed Equity Financing” above. We are registering our ordinary shares included in this prospectus pursuant to the provisions of the Registration Rights Agreement we entered into with the Selling Shareholders on February 26, 2026, in order to permit the Selling Shareholders to offer the ordinary shares included in this prospectus for resale from time to time. Except for the transactions contemplated by the ELOC Purchase Agreements, the Registration Rights Agreements, the Selling Shareholders have not had any material relationship with us within the past three years. As used in this prospectus, the term “Selling Shareholders” means Tumim Stone Capital LLC and Amiens Technology Investments LLC, collectively.
The table below presents information regarding the selling shareholder and our ordinary shares that may be resold by the selling shareholder from time to time under this prospectus. This table is prepared based on information supplied to us by the Selling Shareholders, and reflects holdings as of March 11, 2026. The number of shares in the column “Maximum Number of Ordinary Shares to be Offered Pursuant to this Prospectus” represents all of our ordinary shares being offered for resale by the Selling Shareholders under this prospectus. The Selling Shareholders may sell some, all or none of the shares being offered for resale in this offering. We do not know how long the Selling Shareholders will hold the shares before selling them and, except as set forth in the section titled “Plan of Distribution” in this prospectus, we are not aware of any existing arrangements between the Selling Shareholders and any other shareholder, broker, dealer, underwriter or agent relating to the sale or distribution of our ordinary shares being offered for resale by this prospectus.
Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes our ordinary shares with respect to which the Selling Shareholders have sole or shared voting and investment power. The percentage of our ordinary shares beneficially owned by the Selling Shareholders prior to the offering shown in the table below is based on an aggregate of 55,318,352 our ordinary shares outstanding on March 11, 2026. The fourth column assumes the resale by the Selling Shareholders of all of our ordinary shares being offered for resale pursuant to this prospectus.
| Name of Selling Shareholder | Number of Ordinary Shares Beneficially Owned Prior to Offering(1)(2) | Maximum Number of Ordinary Shares to be Offered Pursuant to this Prospectus(1) | Number of Shares Owned After Offering | Percentage Owned After Offering(3) | ||||||||||||
| Tumim Stone Capital LLC(4)(6) | 2,600,000 | 2,600,000 | 0 | 0 | % | |||||||||||
| Amiens Technology Investments LLC(5)(7) | 2,600,000 | 2,600,000 | 0 | 0 | % | |||||||||||
(1) The number of shares is based upon the number of ordinary shares (including ordinary shares issuable upon conversion of the Notes registered hereby) held by each Selling Shareholders holder on the books and records of the company and its transfer agent.
(2) Applicable percentage ownership is based on 55,318,352 our ordinary shares outstanding as of March 11, 2026.
(3) Assumes the sale of all our ordinary shares being offered for resale pursuant to this prospectus.
| 91 |
(4) The business address of Tumim Stone Capital LLC is 2 Wooster Street, 2nd Floor, New York, NY 10013. Tumim Stone Capital LLC’s principal business is that of a private investor. Maier Joshua Tarlow is the manager of 3i Management, LLC, the general partner of 3i, LP, which is the sole member of Tumim Stone Capital LLC, and has sole voting control and investment discretion over securities beneficially owned directly by Tumim Stone Capital LLC and indirectly by 3i Management, LLC and 3i, LP. 3i Management, LLC is also the manager of Tumim Stone Capital LLC. None of Mr. Tarlow, 3i Management, LLC, 3i, LP or Tumim Stone Capital LLC is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent broker-dealer, or an affiliate or associated person of a FINRA member or independent broker-dealer. The foregoing should not be construed in and of itself as an admission by Mr. Tarlow as to beneficial ownership of the securities beneficially owned directly by Tumim Stone Capital LLC and indirectly by 3i Management, LLC and 3i, LP.
(5) The business address of Amiens Technology Investments LLC is c/o Ayrton Capital LLC, 55 Post Rd West, 2nd Floor, Westport, CT 06880. Ayrton Capital LLC, the investment manager to Amiens Technology Investments LLC, has discretionary authority to vote and dispose of the shares held by Amiens Technology Investments LLC and may be deemed to be the beneficial owner of these shares. Waqas Khatri, in his capacity as Managing Member of Ayrton Capital LLC, may also be deemed to have investment discretion and voting power over the shares held by Amiens Technology Investments LLC. Ayrton Capital LLC and Mr. Khatri each disclaim any beneficial ownership of these shares.
(6) In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all of the shares that Tumim Stone Capital LLC may be required to purchase under the Purchase Agreement, because the issuance of such shares is solely at our discretion and is subject to conditions contained in the Purchase Agreement, the satisfaction of which are entirely outside of Tumim Stone Capital’s control, including the registration statement that includes this prospectus becoming and remaining effective. Furthermore, VWAP Purchases of our ordinary shares under the Purchase Agreement are subject to certain agreed upon maximum amount limitations set forth in the Purchase Agreement. Also, the Purchase Agreement prohibits us from issuing and selling any our ordinary shares to Tumim Stone Capital LLC to the extent such shares, when aggregated with all other our ordinary shares then beneficially owned by Tumim Stone Capital LLC, would cause Tumim Stone Capital LLC’s beneficial ownership of our ordinary shares to exceed the 4.99% Beneficial Ownership Limitation. The Beneficial Ownership Limitation may not be amended or waived under the Purchase Agreement.
(7) In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all of the shares that Amiens Technology Investments LLC may be required to purchase under the Purchase Agreement, because the issuance of such shares is solely at our discretion and is subject to conditions contained in the Purchase Agreement, the satisfaction of which are entirely outside of Amiens Technology Investments LLC’s control, including the registration statement that includes this prospectus becoming and remaining effective. Furthermore, VWAP Purchases of our ordinary shares under the Purchase Agreement are subject to certain agreed upon maximum amount limitations set forth in the Purchase Agreement. Also, the Purchase Agreement prohibits us from issuing and selling any our ordinary shares to Amiens Technology Investments LLC to the extent such shares, when aggregated with all other our ordinary shares then beneficially owned by Amiens Technology Investments LLC, would cause Amiens Technology Investments LLC’s beneficial ownership of our ordinary shares to exceed the 4.99% Beneficial Ownership Limitation. The Beneficial Ownership Limitation may not be amended or waived under the Purchase Agreement.
PLAN OF DISTRIBUTION
Our ordinary shares offered by this prospectus are being offered by the Selling Shareholders. The shares may be sold or distributed from time to time by the selling shareholder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the ordinary shares offered by this prospectus could be effected in one or more of the following methods:
| ● | ordinary brokers’ transactions; | |
| ● | transactions involving cross or block trades; | |
| ● | through brokers, dealers, or underwriters who may act solely as agents; | |
| ● | “at the market” into an existing market for our ordinary shares; | |
| ● | in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; | |
| ● | in privately negotiated transactions; or | |
| ● | any combination of the foregoing. |
| 92 |
In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.
The Selling Shareholders have informed us that it intends to use one or more registered broker-dealers to effectuate all sales, if any, of our ordinary shares that it has acquired and may in the future acquire from us pursuant to the Purchase Agreement. Such sales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such registered broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. The Selling Shareholders have informed us that each such broker-dealer will receive commissions from the Selling Shareholders that will not exceed customary brokerage commissions.
Brokers, dealers, underwriters or agents participating in the distribution of our ordinary shares offered by this prospectus may receive compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of the shares sold by the selling shareholder through this prospectus. The compensation paid to any such particular broker-dealer by any such purchasers of our ordinary shares sold by the selling shareholder may be less than or in excess of customary commissions. Neither we nor the selling shareholder can presently estimate the amount of compensation that any agent will receive from any purchasers of our ordinary shares sold by the selling shareholder.
We know of no existing arrangements between the selling shareholder or any other shareholder, broker, dealer, underwriter or agent relating to the sale or distribution of our ordinary shares offered by this prospectus.
We may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which this prospectus forms a part to amend, supplement or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of shares offered by this prospectus by the Selling Shareholders, including the names of any brokers, dealers, underwriters or agents participating in the distribution of such shares by the Selling Shareholders, any compensation paid by the Selling Shareholders to any such brokers, dealers, underwriters or agents, and any other required information.
We will pay the expenses incident to the registration under the Securities Act of the offer and sale of our ordinary shares covered by this prospectus by the Selling Shareholders. As consideration for its irrevocable commitment to purchase our ordinary shares under the ELOC Purchase Agreements, we have issued to Tumim Stone Capital 144,230 Ordinary Shares as Commitment Shares and Amiens Technology Investments LLC 144,240 Ordinary Shares as Commitment Shares. We also have agreed to reimburse the Selling Shareholders for the fees and disbursements of its counsel, payable upon execution of the Purchase Agreement, in an amount not to exceed $70,000.
We also have agreed to indemnify the Selling Shareholders and certain other persons against certain liabilities in connection with the offering of our ordinary shares offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. The Selling Shareholders have agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by the Selling Shareholders specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable.
We estimate that the total expenses for the offering will be approximately $220,000.
The Selling Shareholders have represented to us that at no time prior to the date of the ELOC Purchase Agreements have Tumim and Amiens or their agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our ordinary shares or any hedging transaction, which establishes a net short position with respect to our ordinary shares. Tumim and Amiens have agreed that during the term of the ELOC Purchase Agreements, neither Tumim or Amiens, nor any of their agents, representatives or affiliates will enter into or effect, directly or indirectly, any of the foregoing transactions.
We have advised the selling shareholder that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the selling shareholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.
This offering will terminate on the date that all our ordinary shares offered by this prospectus have been sold by the selling shareholder.
Our ordinary shares are currently listed on the Nasdaq Capital Market under the symbol “RCT”.
| 93 |
EXPENSES OF THE OFFERING
The following table sets forth the expenses in connection with this registration statement. All of such expenses are estimates, other than the filing fee payable to the Securities and Exchange Commission.
| Expenses | Amount | |||
| SEC registration fee | $ | 639.13 | ||
| Legal fees and expenses | $ | 192,757.90 | ||
| Accounting fees and expenses | $ | 20,000.00 | ||
| Total | $ | 219,397.03 | ||
| 94 |
EXPERTS
The financial statements of RedCloud Holdings plc as of December 31, 2023 and 2024, and for each of the years in the two-year period ended December 31, 2024, included in this prospectus have been so incorporated in reliance upon the report of Turner, Stone & Company, L.L.P. independent registered public accounting firm, upon the authority of said firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of our ordinary shares and other legal matters concerning this offering relating to the laws of England and Wales will be passed upon for us by Taylor Wessing LLP, United Kingdom. Certain legal matters in connection with this offering relating to U.S. federal law will be passed upon for us by Ellenoff Grossman & Schole LLP, New York, New York.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
We will be incorporated under the laws of England and Wales. All of our directors and officers of are residents of jurisdictions outside the United States. Our corporate headquarters is located in the United Kingdom and all or a substantial portion of our assets, and all or a substantial portion of the assets of our directors and officers, are located outside of the United States. As a result, it may be difficult for you to serve legal process on us or our directors or have any of them appear in a U.S. court.
We have appointed Donald J. Puglisi of Puglisi & Associates as our authorized agent upon whom process may be served in any action instituted in any U.S. federal or state court having subject matter jurisdiction arising out of or based upon the securities offered by this prospectus.
The United States and the United Kingdom have not agreed to a treaty (or convention) providing for the reciprocal recognition and enforcement of judgments (although both are contracting states to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards). As such, we understand that in England it may not be possible to bring proceedings or enforce a judgment of a U.S. court in respect of civil liabilities based solely on the federal securities laws of the United States. A new claim will have to be issued in the English court with the U.S. judgment as its basis. The English court will then consider whether to order that the decision of the U.S. court be enforced. In deciding this, it will consider in particular whether the U.S. judgment is final and binding, for a monetary sum and whether the U.S. court had jurisdiction to hear the dispute in the first place. In addition, awards of punitive damages in actions brought in the United States or elsewhere may be unenforceable in England. An award of damages is usually considered to be punitive if it does not seek to compensate the claimant for loss or damage suffered and is instead intended to punish the defendant.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form F-1 under the Securities Act with respect to the ordinary shares offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed with the registration statement. For further information about us and the ordinary shares offered hereby, we refer you to the registration statement and the exhibits filed with the registration statement. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. The SEC also maintains an internet website that contains reports, proxy statements and other information about registrants, like us, that file electronically with the SEC. The address of that website is www.sec.gov.
We are required to file annual reports, six-month reports and other information with the SEC pursuant to the Exchange Act as applicable to foreign private issuers. These reports and other information will be available on the website of the SEC referred to above.
We also maintain a website at https://redcloudtechnology.com/, through which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on or accessed through our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.
| 95 |
REDCLOUD TECHNOLOGIES LIMITED
TABLE OF CONTENTS
| UNAUDITED condensed consolidated financial Statements | |
| Unaudited Condensed Consolidated Balance Sheets | F-4 |
| Unaudited Condensed Consolidated Statements of Operations | F-5 |
| Unaudited Condensed Consolidated Statements of Comprehensive Loss | F-5 |
| Unaudited Condensed Consolidated Statements of Stockholders’ Deficit | F-6 |
| Unaudited Condensed Consolidated Statements of Cash Flows | F-7 |
| Notes to the Unaudited Condensed Consolidated Financial Statements | F-8-F-25 |
| CONSOLIDATED financial Statements | |
| Independent auditors’ report | F-28 |
| Consolidated Balance Sheets | F-29 |
| Consolidated Statements of Operations | F-30 |
| Consolidated Statements of Comprehensive Loss | F-31 |
| Consolidated Statements of Stockholders’ Deficit | F-32 |
| Consolidated Statements of Cash Flows | F-33 |
| Notes to the Consolidated Financial Statements | F-34- F-61 |
| F-1 |
| REDCLOUD HOLDINGS PLC | |
| UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS | |
| As of and for the Six Months Ended June 30, 2025, and 2024 |
| F-2 |
REDCLOUD HOLDINGS PLC
TABLE OF CONTENTS
| UNAUDITED condensed consolidated financial Statements | |
| Unaudited Condensed Interim Consolidated Balance Sheets | F-4 |
| Unaudited Condensed Interim Consolidated Statements of Comprehensive Loss | F-5 |
| Unaudited Condensed Interim Consolidated Statements of Stockholders’ Deficit | F-5 |
| Unaudited Condensed Interim Consolidated Statements of Cash Flows | F-6 |
| Notes to the Unaudited Interim Condensed Consolidated Financial Statements | F-7 F-25 |
| F-3 |
REDCLOUD HOLDINGS PLC
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
UNAUDITED FOR THE SIX MONTHS ENDED JUNE 30, 2025, AND AUDITED 2024
| (In United States dollars, except shares and par value) | Notes | June 30, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||||
| Current Assets: | ||||||||||
| Cash and cash equivalents | $ | $ | ||||||||
| Restricted Cash | $ | |||||||||
| Accounts receivables and other receivables, net | 3 | |||||||||
| Income taxes receivable | ||||||||||
| Other current assets | 4 | |||||||||
| Total Current Assets | ||||||||||
| Non Current Assets: | ||||||||||
| Property and equipment, net | 5 | |||||||||
| Intangible assets, net | 6 | |||||||||
| Total Non Current Assets | ||||||||||
| Total Assets | $ | $ | ||||||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||||
| Current Liabilities: | ||||||||||
| Accounts payable | $ | |||||||||
| Vouchers payable | ||||||||||
| Accrued expenses | 7 | |||||||||
| Value-added tax payable | ||||||||||
| Other current liabilities | 8 | |||||||||
| Shareholder loans payable | ||||||||||
| Short-term borrowings | ||||||||||
| Total Current Liabilities | ||||||||||
| Convertible Shareholder loans, at fair value | 9 | |||||||||
| Total Non current Liabilities | ||||||||||
| Total Liabilities | ||||||||||
| Commitments and Contingencies (Note 15) | ||||||||||
| Stockholders’ Deficit: | ||||||||||
| Common stock | 11 | |||||||||
| Additional paid-in capital | ||||||||||
| Merger Reserve | ||||||||||
| Preference Share - Share Cap | ||||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||
| Accumulated other comprehensive income | ||||||||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||||
The unaudited accompanying notes to the condensed consolidated financial statements are an integral part of these statements.
| F-4 |
REDCLOUD HOLDINGS PLC
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS
UNAUDITED FOR THE SIX MONTHS ENDED JUNE 30, 2025, AND AUDITED 2024
| For the six months ended June 30, | ||||||||||
| Notes | 2025 | 2024 | ||||||||
| Revenue | $ | $ | ||||||||
| Operating expenses: | ||||||||||
| General and administrative | ||||||||||
| Salaries, benefits, contractor costs | ||||||||||
| Marketing and commissions | ||||||||||
| Travel | ||||||||||
| Professional fees | ||||||||||
| Product and technology development | ||||||||||
| Depreciation and amortization | ||||||||||
| Total operating expenses | ||||||||||
| Net loss from operations | ( | ) | ( | ) | ||||||
| Other expense: | ||||||||||
| Interest (income)/expense | ( | ) | ( | ) | ||||||
| Gain on Debt Extinguishment | ||||||||||
| Loss from change in fair-value of convertible shareholder loans | ( | ) | ( | ) | ||||||
| Stock based Compensation | ( | ) | ( | ) | ||||||
| Foreign currency loss | ( | ) | ( | ) | ||||||
| Net loss before income taxes | ( | ) | ( | ) | ||||||
| Income tax benefit | 12 | |||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||||
| Loss per Share | ||||||||||
| Loss per Share, basic and diluted | $ | ) | $ | ) | ||||||
| Weighted-average common shares outstanding, basic and diluted | ||||||||||
| For the period ended | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
Net Loss | $ | ( | ) | $ | ( | ) | ||
| Foreign currency translation adjustment net of tax | ( | ) | ||||||
| Other comprehensive income, net of tax | $ | ( | ) | $ | ||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
The unaudited accompanying notes to the condensed consolidated financial statements are an integral part of these statements.
| F-5 |
REDCLOUD HOLDINGS PLC
UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
UNAUDITED FOR THE SIX MONTHS ENDED JUNE 30, 2025, AND AUDITED 2024
| Common Stock | Additional Paid-In | Merger | Accumulated | Accumulated Other Comprehensive | Total Stockholders’ | |||||||||||||||||||||||
| Shares | Amount | Capital | Reserve | Deficit | Income (Loss) | Deficit | ||||||||||||||||||||||
| Balances, January 1, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||
| Common stock issued | ( | ) | ||||||||||||||||||||||||||
| Conversion of shareholder loan into common shares | ||||||||||||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||||||
| Extinguishment of debt | - | |||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency Translation adjustment, net of tax | - | |||||||||||||||||||||||||||
| Balances, June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||
| Common Stock | Additional Paid-In | Merger | Accumulated | Accumulated Other Comprehensive | Total Stockholders’ | |||||||||||||||||||||||
| Shares | Amount | Capital | Reserve | Deficit | Income (Loss) | Deficit | ||||||||||||||||||||||
| Balances, January 1, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||
| Reverse take-over | ( | ) | ||||||||||||||||||||||||||
| Common stock issued through IPO | ||||||||||||||||||||||||||||
| Pref erence shares | ||||||||||||||||||||||||||||
| Conversion of shareholder loan into common shares | ||||||||||||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||||||
| Extinguishment of Debt | - | |||||||||||||||||||||||||||
| IPO direct costs | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency Translation adjustment, net of tax | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Balances, June 30, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | ) | |||||||||||||||||||
The unaudited accompanying notes to the condensed consolidated financial statements are an integral part of these statements.
| F-6 |
REDCLOUD HOLDINGS PLC
UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED FOR THE SIX MONTHS ENDED JUNE 30, 2025, AND AUDITED 2024
| For the six month period ended | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments reconcile net loss to cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock-based compensation | ||||||||
| Bad debt expense | ||||||||
| Loss from change in fair-value of convertible shareholder loan | ||||||||
| Non-cash gain on debt extinguishment | ( | ) | ||||||
| Accrued interest expense on shareholder loans | ||||||||
| Unrealised loss/(gains) | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable and other receivables | ( | ) | ||||||
| Other current assets | ( | ) | ||||||
| Accounts payable and vouchers payable | ( | ) | ||||||
| Accrued expenses | ||||||||
| Value-added tax payable | ( | |||||||
| Income taxes receivable | ||||||||
| Other current liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Purchases of intangible assets | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
Cash flows from financing activities: | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Proceeds from issuance of debt (convertible loans) | ( | ) | ||||||
| Proceeds from shareholder loan | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
Effect of exchange rate changes on cash and cash equivalents | ( | ) | ||||||
Change in cash, cash equivalents and restricted cash during the year | ||||||||
| Cash, cash equivalents and restricted cash, beginning of year | ||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | ||||||
The unaudited accompanying notes to the condensed consolidated financial statements are an integral part of these statements.
| F-7 |
REDCLOUD HOLDINGS PLC
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED FOR THE SIX MONTHS ENDED JUNE 30, 2025, AND AUDITED 2024
Note 1 - Nature of business
RedCloud Holdings Plc (“RedCloud”, and together with its consolidated entities, the “Company”) is a private company limited by shares incorporated in England and Wales. The registered office is at 50 Liverpool Street, London, EC2M 7PY, England. RedCloud was incorporated on February 3, 2014. RedCloud operates a cloud based business-to-business open commerce platform, RED 101, in Nigeria, South Africa, Brazil, Peru and Argentina, with cost centers in the United Kingdom and Portugal that allows Brands, Distributors and Retail Merchants to trade products and services on the platform and in the region. The Company generates revenue from commissions charged based on the value of products sold on RED 101.
RedCloud enables commerce through Red101 by enabling Registered Users on the platform to buy (“Buyers”) and sell products and services (“Sellers”). Red101 for Buyers enables local merchants to find the best products at the best prices. Red101 for Sellers connects sellers of fast moving consumer goods (“FMCG”) with local merchants. RedAds™ allows Sellers of all sizes to promote specific offers and deals on Red101. RedInsights collects information from over 50,000 individual points in real time to provide highly specific data analytical reports and insights based on current market conditions. RedPay encompasses a comprehensive digital e-wallet, financial tools, and access to the world’s largest local payment network.
As of June 30, 2025,
Note 2 - Summary of significant accounting policies
Basis of presentation - These unaudited condensed consolidated financial statements (“financial statements”) have been presented in United States dollars (“$” or “USD”) unless otherwise indicated and are prepared in accordance with United States generally accepted accounting principles (“US GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”).
These financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2024. Management has evaluated all subsequent events through the date these financial statements were issued. In the opinion of management, these financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the financial position, results of operations and cash flows for these interim periods. The reports for the six months ended 30 June 2025 and 2024 are unreviewed, unaudited and do not constitute statutory accounts as defined by the Companies Act 2006.
Group Reorganisation and Basis of Consolidation - On October 23, 2024, a group reorganisation was completed whereby RedCloud Holdings PLC became the new holding company of the group through a reverse takeover transaction. As a result of this reorganisation, the consolidated financial statements have been prepared using the predecessor method of accounting, as the transaction was a common control transaction under US GAAP. Accordingly, the financial information for periods prior to the reorganisation reflects the historical results of RedCloud Technologies Ltd, the accounting predecessor, as the consolidated group did not exist in its current form in the comparative period. The comparative information has not been restated to reflect the legal structure of the group post-reorganisation.
Going concern - The Company has suffered recurring losses, working capital deficit and stockholders’ deficit that raise substantial doubt about its ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to utilize the resources in place to generate future profitable operations, to develop additional acquisition opportunities, and to obtain the necessary financing to meet its obligations and repay its liabilities arising from business operations when they come due.
The
Company’s financial statements included have been prepared on a going concern basis, which contemplates the realization of assets
and satisfaction of liabilities in the normal course of business. The Company generated a net loss of $
| F-8 |
REDCLOUD HOLDINGS PLC
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED FOR THE SIX MONTHS ENDED JUNE 30, 2025, AND AUDITED 2024
Note 2 - Summary of significant accounting policies (continued)
As
of June 30, 2025, the Company had a stockholders’ deficit of $
Management believes the Company will be able to continue to develop new opportunities and will be able to obtain additional funds through debt and / or equity financings to facilitate its business strategy; however, there is no assurance of additional funding being available. These financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company have to curtail or be unable to continue operations.
Concentration of credit risk - Cash and cash equivalents, and accounts receivable are potentially subject to credit risk. A substantial portion of the Company’s cash balance is held with a single financial institution in the United Kingdom at June 30, 2025. The Company believes the cash balances are highly liquid.
Revenue recognition - Historically, the Company’s revenue comes from a single product offering – the final value fees of sales that occurs on its ecommerce platform. In 2024, the Company also began recognizing revenue from data analytic services integrated into certain platform seller customer contracts. For discussion of the Company’s historical final value fees revenue recognition policy, see Note 2 of the December 31, 2024 consolidated financial statements.
For data analytic services, the Company enters integrated written contracts with platform sellers entitling the Company to a stated percentage of the platform seller’s sales on the Company’s ecommerce platform (“final value fees”). In addition, the Company provides data analytics to the platform seller of its offerings as well as data from the entire platform of all platform sellers. The Company concluded the combined offering is a single performance obligation as the data analytics portion is an insignificant portion of the combined offering value. The performance obligation is to connect buyers and sellers on the Company’s ecommerce platform.
As part of the agreement, the Company receives data from the platform seller that the Company uses as part of its overall data analytics population. The Company owes an amount to the platform seller customer based a stated percentage of the platform seller’s sales on the Company’s ecommerce platform. The Company accounts for this consideration payable to its customers on a gross basis within revenue and marketing and commissions on the statements of operations, as the Company conclude it receives a distinct benefit from the purchase of the platform seller’s data for use in the Company’s data analytics.
The Company recognizes revenue for this combined offering when it transfers control of promised goods or services to customers. The Company’s revenue for final value fees and the corresponding marketing and commission expense for the data analytics received is recognized at the point in time of platform seller sales on the ecommerce platform.
Revenue is recognized in an amount that reflects the consideration to which the Company expects to be entitled. Revenue is recognized net of any taxes collected, which the Company subsequently remits to governmental authorities. The Company invoices the platform sellers monthly, or net settles for revenue and the corresponding data analytics expense, based on the contracted percentage based final value fee of transaction activity occurring on the Company’s ecommerce platform. Payments are due from customers within 30 to 90 days.
Marketing and commissions costs - The Company expenses the costs of advertisements in the period during which the advertising space or airtime is used to the caption Marketing and commissions costs on the statements of operations. Internet advertising expenses are recognized based on the terms of the individual agreements, which is generally over the greater of the ratio of the number of clicks delivered over the total number of contracted clicks, on a pay-per-click basis, or on a straight-line basis over the term of the contract.
| F-9 |
REDCLOUD HOLDINGS PLC
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED FOR THE SIX MONTHS ENDED JUNE 30, 2025, AND AUDITED 2024
Note 2 - Summary of significant accounting policies (continued)
The Company’s voucher-based marketing program is designed to incentivize marketplace buyers at the point-of- sale by offering vouchers that can be applied to future purchases. Upon completing a transaction, marketplace buyers (which are not deemed to be the Company’s customers) receive vouchers based on predefined criteria at the discretion of the Company, such as transaction value or purchase type, which can be redeemed on subsequent purchases within a set time frame. The related expenses and liabilities are recognized in the period in which the voucher is redeemed at checkout, measured at the face value of the voucher being redeemed. The liability is recognized as a voucher payable on the consolidated balance sheet and within marketing and commissions expense on the statement of operations.
Marketing
and commissions costs for the six months ended June 30, 2025 and 2024 amounted to $
Supplemental cash flow disclosures
There was $ and $ cash paid for interest expense in the six months ended June 30, 2025 and 2024, respectively.
There was $ and $ cash paid for income taxes in the six months ended June 30, 2025 and 2024, respectively.
As discussed in Note 11, in the six months ended June 30, 2025, the Company issued common shares of the Company to its existing shareholders and raised further capital through its IPO listing and share issue as per below:
| Common Stock | Additional Paid-In | |||||||||||
| Shares | Amount | Capital | ||||||||||
| Balances, January 1, 2025 | $ | $ | ||||||||||
| Reverse take-over | ( | ) | ||||||||||
| Common stock issued through IPO | ||||||||||||
| Pref erence shares | ||||||||||||
| Conversion of shareholder loan into common shares | ||||||||||||
| Stock-based compensation | - | |||||||||||
| Extinguishment of Debt | - | |||||||||||
| IPO direct costs | - | ( | ) | |||||||||
| Net loss | - | |||||||||||
| Foreign currency Translation adjustment, net of tax | - | |||||||||||
| Balances, June 30, 2025 | $ | $ | ||||||||||
| F-10 |
REDCLOUD HOLDINGS PLC
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED FOR THE SIX MONTHS ENDED JUNE 30, 2025, AND AUDITED 2024
Note 3 - Accounts receivable and other receivables
The Company’s accounts and other receivable are recorded at amortized cost. The accounts and other receivables balance consists of the following:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Accounts receivable | $ | $ | ||||||
| Other receivables | ||||||||
| Total | ||||||||
| Allowance for doubtful accounts | ( | ) | ( | ) | ||||
| Total accounts and other receivables, net | $ | $ | ||||||
The Company’s June 30, 2025 aging of accounts receivable is as follows:
| 1-30 Days | $ | |||
| 31-60 Days | ||||
| 61-90 Days | ||||
| 91+ Days | ||||
| Total accounts receivables | $ |
The Company’s December 31, 2024 aging of accounts receivable is as follows:
| 1-30 Days | $ | |||
| 31-60 Days | ||||
| 61-90 Days | ||||
| 91-180 Days | ||||
| Total accounts receivables | $ |
| F-11 |
REDCLOUD HOLDINGS PLC
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED FOR THE SIX MONTHS ENDED JUNE 30, 2025, AND AUDITED 2024
Note 4 - Other current assets
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Sales tax receivable | $ | $ | ||||||
| Prepayments | ||||||||
| Deferred Offering Costs | ||||||||
| Total current assets | $ | $ | ||||||
Note 5 - Property and equipment, net
Property and equipment consisted of the following:
| At June 30, 2025 | Useful Lives | Opening balance | Additions | Accumulated Depreciation | Net | |||||||||||||
| Computer equipment | $ | $ | $ | $ | ||||||||||||||
| Office equipment | ||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||
At December 31, 2024 | Useful Lives | Opening balance | Additions | Accumulated Depreciation | Net | |||||||||||||
| Computer equipment | $ | $ | $ | | $ | |||||||||||||
| Office equipment | ||||||||||||||||||
| $ | | $ | $ | $ | ||||||||||||||
Depreciation
expense for the six months ended June 30, 2025 and 2024 was $
At June 30, 2025, the Company’s property, plant and equipment had no significant restrictions on title or pledges as security for liabilities, there are no significant commitments for future purchases, and there were no significant disposals during the six months ended June 30, 2025 and 2024.
| F-12 |
REDCLOUD HOLDINGS PLC
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED FOR THE SIX MONTHS ENDED JUNE 30, 2025, AND AUDITED 2024
Note 6 - Intangible assets, net
A continuity schedule of intangible assets at June 30, 2025 and December 31, 2024 is as follows:
June Capitalized Software | December Development | |||||||
| 2025 | 2024 | ||||||
| Cost | ||||||||
| Balance at January 1 | $ | $ | ||||||
| Additions | ||||||||
| Foreign exchange impact | ( | ) | ||||||
| Balance at June 2025, 2024 | ||||||||
| Accumulated Amortization | ||||||||
| Balance at January 1 | ||||||||
| Additions | ||||||||
| Foreign exchange impact | ( | ) | ||||||
| Balance at June 2025, 2024 | ||||||||
| Net Book Value at June 2025, 2024 | $ | $ |
The Company’s intangible assets consist of capitalized software development costs for its hosted ecommerce platform with related ongoing functionality and enhancements. The gross cost of the intangible assets is amortized over their estimated useful lives of five years, as the Company does not expect the assets to have significant residual value.
Amortization
expense for the six months ended June 30, 2025 and 2024 was $
At June 30, 2025, the estimated aggregate amortization expense for each of the next five years is as follows:
| 30-Jun-25 | ||||
| Remaining 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| F-13 |
REDCLOUD HOLDINGS PLC NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED FOR THE SIX MONTHS ENDED JUNE 30, 2025, AND AUDITED 2024 |
Note 7 - Accrued expenses
Accrued expenses consisted of the following:
Accrued expenses
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Accrued payables | $ | $ | ||||||
| Employment taxes payable | ||||||||
| Other accrued expenses | ( | ) | ||||||
| Total accrued expenses | $ | $ | ||||||
Certain
employees of the Company’s United Kingdom legal entities participate in defined contribution pension plans. The Company recorded
an expense of $
Note 8 - Other current liabilities
Other current liabilities consisted of the following:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Withholding tax payable | ||||||||
| Other current liabilities | ( | ) | ||||||
| Total other current liabilities | $ | $ | ||||||
Note 9 - Borrowings
In addition to the borrowings that continue to be outstanding from December 31, 2024, current and long-term borrowings consisted of the following at June 30, 2025:
Shareholder Loans Payable
In addition to the borrowings that continue to be outstanding from December 31, 2024, the Company recorded the following loans from shareholders at amortized cost at June 30, 2025.
In January 2025, the Company entered into an unsecured term loan agreement with a related party shareholder in the amount of £ ($ million at June 30, 2024) carrying interest at the rate of % over the - term of the loan.
| F-14 |
REDCLOUD HOLDINGS PLC NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED FOR THE SIX MONTHS ENDED JUNE 30, 2025, AND AUDITED 2024 |
Note 9 – Borrowings (continued)
In May 2025, a related party shareholder advanced the Company borrowings totaling £ ($ million at June 30, 2024).
The
Company’s amount of outstanding shareholder loans payable, current and long-term, was $
The decrease is attributable to the conversion of the loan to equity.
Convertible Shareholder Loans at Fair Value
In addition to the convertible shareholder loans outstanding at December 31, 2024, the Company entered into no additional convertible loan agreements in 2025.
The
Company entered into a convertible loan note agreement with a shareholder in the amount of £
The
fair value of these convertible shareholder loans are classified as Level 2 in the fair value hierarchy. The primary input to the valuation
model includes observable market interest rates from companies with similar estimated credit ratings, and observable interest rates on
the Company’s borrowings. At June 30, 2024, the valuation assumptions include a discount rate of
The changes in fair value appear in the caption “Loss from change in fair-value of convertible shareholder loan” on the statement of operations. A continuity schedule of the Company’s convertible shareholder loans, including changes in fair value, for the six months ended June 30, 2025 and year end December 31, 2024 is as follows:
| Shareholder convertible loans, at fair value | ||||||||
| 2025 | 2024 | |||||||
| Balance at January 1 | $ | $ | ||||||
| Changes in fair value | ||||||||
| Conversion to common shares | ( | ) | ||||||
| Borrowings | ||||||||
| Foreign exchange impacts | ( | ) | ||||||
| Balance at reporting period end | $ | $ | ||||||
| F-15 |
REDCLOUD HOLDINGS PLC NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED FOR THE SIX MONTHS ENDED JUNE 30, 2025, AND AUDITED 2024 |
Note 9 – Borrowings (continued)
The following table summarizes the stated debt maturities and scheduled amortization payments, excluding debt premiums and discounts, for each of the five subsequent years to June 30, 2025 and thereafter.
| 30-Jun-25 | ||||||||||||
Shareholder loans payable- current and long-term | Short-term borrowings | Shareholder convertible loans at fair value | ||||||||||
| Remaining 2025 | $ | $ | $ | |||||||||
| 2026 | ||||||||||||
| 2027 | ||||||||||||
| 2028 | ||||||||||||
| 2029 | ||||||||||||
| Thereafter | ||||||||||||
| $ | $ | $ | | |||||||||
| Less: debt discount | ||||||||||||
| Total borrowings | $ | $ | $ | |||||||||
Note 10 - Reportable segments
Segments reflect how the Company’s operations are managed, how the Company’s Chief Executive Officer, who is the chief operating decision maker, allocates resources and evaluates performance, and how the Company’s internal management financial reporting is structured. For the six months ended June 30, 2024 and 2023, the Company’s reporting segments are based on its significant countries of operation (e.g., Nigeria and Argentina), aggregate of operating segments representing all other countries of operation (e.g., Brazil, South Africa, Portugal and Peru), plus its corporate and software development operations in the United Kingdom.
As per ASC 280, if an operating segment meets any of the 10% quantitative thresholds (revenue, profit/loss, or assets), it is considered a reportable segment and must be disclosed separately.
The Company develops and manages the global ecommerce platform in the United Kingdom, with its revenue seeking operations in the foreign countries. The Company’s segments reported by country are consistent with its views of regulatory, economic and currency risk for the businesses as well.
| F-16 |
REDCLOUD HOLDINGS PLC NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED FOR THE SIX MONTHS ENDED JUNE 30, 2025, AND AUDITED 2024 |
Note 10 - Reportable segments (continued)
Statements of operations for the Company’s reporting segments for the six months ending June 30, 2025, and 2024 are as follows:
| H1 Ended June 30, 2025 | Nigeria | Argentina | United Kingdom | Other | Total | |||||||||||||||
| Revenue | $ | $ | $ | $ | $ | |||||||||||||||
| Operating expenses: | ||||||||||||||||||||
| General and administrative | ||||||||||||||||||||
| Salaries, benefits, contractor costs | ||||||||||||||||||||
| Marketing and commissions | ||||||||||||||||||||
| Travel | ||||||||||||||||||||
| Professional fees | ||||||||||||||||||||
| Product and technology development | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| Total operating expenses | $ | $ | $ | $ | $ | |||||||||||||||
| Net loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Other expense: | ||||||||||||||||||||
| Interest (income)/expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Gain on Debt Extinguishment | ||||||||||||||||||||
| Loss from change in fair-value of convertible Shareholder loans | ( | ) | ( | ) | ||||||||||||||||
| Stock based Compensation | ( | ) | ( | ) | ||||||||||||||||
| Foreign currency loss (gain) | ( | ) | ( | ) | ||||||||||||||||
| Net loss before income taxes | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| Income tax benefit (expense) | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| F-17 |
REDCLOUD HOLDINGS PLC NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED FOR THE SIX MONTHS ENDED JUNE 30, 2025, AND AUDITED 2024 |
Note 10 - Reportable segments (continued)
| H1 Ended June 30, 2024 | Nigeria | Argentina | United Kingdom | Other | Total | |||||||||||||||
| Revenue | $ | $ | $ | $ | $ | |||||||||||||||
Operating expenses: | ||||||||||||||||||||
| General and administrative | $ | $ | $ | $ | ||||||||||||||||
| Salaries, benefits, contractor costs | $ | $ | $ | $ | ||||||||||||||||
| Marketing and commissions | $ | $ | $ | $ | ||||||||||||||||
| Travel | $ | $ | $ | $ | ||||||||||||||||
| Professional fees | $ | $ | $ | $ | ||||||||||||||||
| Product and technology development | $ | $ | $ | $ | ||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | ||||||||||||||||
| Total operating expenses | $ | $ | $ | $ | ||||||||||||||||
| Net loss from operations | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
Other expense: | ||||||||||||||||||||
| Interest (income)/expense | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Loss from change in fair-value of convertible Shareholder loans | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| Foreign currency loss (gain) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||
| Net loss before income taxes | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| - | ||||||||||||||||||||
| Income tax benefit (expense) | $ | $ | $ | $ | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| F-18 |
REDCLOUD HOLDINGS PLC NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED FOR THE SIX MONTHS ENDED JUNE 30, 2025, AND AUDITED 2024 |
The Company has a significant portion of its operations and net assets outside its home county of the United Kingdom. See the table below for the geographic concentration of the Company’s assets as of June 30, 2025 and December 31, 2024.
| 2025 | 2024 | |||||||
| United Kingdom | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivables and other receivables, net | $ | $ | ||||||
| Income taxes receivable | $ | $ | ||||||
| Other current assets | $ | $ | ||||||
| Property and equipment, net | $ | $ | ||||||
| Intangible assets, net | $ | $ | ||||||
| Total United Kingdom | ||||||||
| Nigeria | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivables and other | $ | $ | ||||||
| receivables, net | ||||||||
| Other current assets | $ | $ | ||||||
| Total Nigeria | ||||||||
| Argentina | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivables and other | $ | $ | ||||||
| receivables, net | ||||||||
| Other current assets | $ | $ | ||||||
| Total Argentina | ||||||||
| Other | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivables and other receivables, net | $ | $ | ||||||
| Income taxes receivable | $ | $ | ||||||
| Other current assets | $ | $ | ||||||
| Total Other | $ | $ | ||||||
| Total Assets | $ | $ | ||||||
The majority of the Company’s revenue for the six months ended June 30, 2025 and 2024 relates to sales activity on its ecommerce platform. In 2024 and 2025, the Company did not have sales to a single customer exceeding 10% of its consolidated revenue.
| F-19 |
REDCLOUD HOLDINGS PLC NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED FOR THE SIX MONTHS ENDED JUNE 30, 2025, AND AUDITED 2024 |
Note 11 - Common stock
Issued, outstanding and authorized shares
At June 30, 2025 and December 31, 2024 the Company had an outstanding share capital of and ordinary shares with a par value £ per share (“Common Stock”).
Further there was a preference shares issue share with a par value of £ as a conversion of loan to equity to a related party.
Recapitalization
In March 2025, the Company issued common shares of the Company as part of its share subscription in its IPO listing as well a further shares we issued as a conversion of shareholders loans to equity as per Note 2 above.
Note 12 - Income taxes
Income tax benefit and effective income tax rate
The
entire income tax benefit of $
The following schedule summarizes the principal differences between income tax benefit at the UK statutory income tax rate and the consolidated effective income tax rate reflected in the condensed consolidated financial statements:
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| UK Federal income tax rate | % | % | ||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Change in UK statutory income tax rate | ||||||||
| Nondeductible expense | ( | ) | ( | ) | ||||
| R&D expenditures | ||||||||
| Foreign income tax rate differential | ( | ) | ( | ) | ||||
| % | % | |||||||
The
reconciliation of the consolidated effective income tax rates is based on the UK statutory income tax rates of
The Company’s estimate of income tax benefit for the six months ended June 30, 2025 and 2024 is based on the actual effective tax rate for the year-to-date periods as management believes it is the best estimate of the annual effective tax rate. Management expects the annual effective tax rate to vary due to the amount of eligible research and development refundable tax credits in the United Kingdom compared to the magnitude of revenue growth and resulting income or losses in the countries where the ecommerce platform has launched.
| F-20 |
REDCLOUD HOLDINGS PLC NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED FOR THE SIX MONTHS ENDED JUNE 30, 2025, AND AUDITED 2024 |
Note 12 - Income taxes (continued)
Deferred income taxes – valuation allowance
Management evaluates the realizability of its net deferred income tax assets to determine if a valuation allowance is required. Management assesses whether a valuation allowance should be established based on the consideration of all available evidence using a “more-likely-than-not” standard, with significant weight being given to evidence that can be objectively verified. Since the Company operates in multiple jurisdictions, we assess the need for a valuation allowance on a jurisdiction-by-jurisdiction basis, considering the effects of local tax law.
At June 30, 2025 and December 31, 2024, management evaluated the realizability of its net deferred income tax assets to determine if a full valuation allowance was required. Based on Management’s assessment, management determined that the UK Parent and each of its foreign subsidiaries, have a recent history of significant cumulative pre-tax losses, that were experienced by the UK Parent and each of its foreign subsidiaries’ commencement of operations through June 30, 2025, and December 31, 2024. As a result of the significant weight of this negative evidence, management believes it is more likely than not that the Company’s net deferred income tax assets will not be fully realizable, and therefore management provided for a full valuation allowance against all its net deferred income tax assets.
Uncertain tax positions
At June 30, 2025 and December 31, 2024, the Company did not record any unrecognized income tax positions related to uncertain tax positions.
Basic net loss per share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the six months ended June 30 each year. Diluted net loss per share is computed by dividing net loss for the year by the weighted average number of shares of common stock and potentially dilutive common stock outstanding during six months ended June 30 each year. The dilutive effect of outstanding options and equity incentive awards is reflected in diluted net loss per share by application of the treasury stock method. The calculation of diluted net loss per share excludes all anti-dilutive common shares.
For the six months ended June 30, 2025 and 2024, the effects of the conversion of the convertible shareholder loans and stock options would have been antidilutive and, as a consequence, they were not factored into the calculation of diluted earnings per share.
In 2025, prior to the Company’s IPO, the nominal value of the Company’s ordinary shares was adjusted from GBP to GBP per share. As a result of this adjustment, the total number of issued ordinary shares was reduced from to , with no change in the aggregate nominal value of issued share capital. This change was effected to align the share capital structure with the requirements of the public listing and had no impact on the Company’s total equity. As such the EPS number of shares for 2024 has been restated.
| F-21 |
REDCLOUD HOLDINGS PLC NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED FOR THE SIX MONTHS ENDED JUNE 30, 2025, AND AUDITED 2024 |
| June 30, | June 30, | |||||||
| 2025 | 2024 | |||||||
| Numerator: | ||||||||
| Net loss - basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| Weighted average shares outstanding - basic and diluted | ||||||||
| Net loss per share - basic and diluted | $ | ) | $ | ) | ||||
The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive as the Company has a net loss for each six months period ended:
Note 13 - Net loss per share (continued)
| Activity | Number of Options | Weighted Avg. Exercise Price | Grant Date Fair Value | Intrinsic Value | Weighted Avg. Remaining Life | |||||||||||||||
| Outstanding options at Dec 31, 2022 | $ | $ | ||||||||||||||||||
| Forfeited | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Outstanding options at Dec 31, 2023 | ||||||||||||||||||||
| Granted | ||||||||||||||||||||
| Forfeited | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Regranted | ||||||||||||||||||||
| Cancelled | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Outstanding options at Dec 31, 2024 | $ | $ | ||||||||||||||||||
| Granted | - | |||||||||||||||||||
| Forfeited | - | |||||||||||||||||||
| Regranted | - | |||||||||||||||||||
| Cancelled | - | |||||||||||||||||||
| Outstanding options at June 30, 2025 | $ | $ | ||||||||||||||||||
| F-22 |
REDCLOUD HOLDINGS PLC NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED FOR THE SIX MONTHS ENDED JUNE 30, 2025, AND AUDITED 2024 |
Note 14 - Commitments and contingencies and other legal matters
The Company is subject to certain contingent liabilities with respect to existing or potential claims, lawsuits and other proceedings. The Company accrues liabilities when it considers probable that future costs will be incurred and such costs can be reasonably estimated. Expected legal costs related to claims are accrued when the legal service is provided. Proceeding-related liabilities are based on developments to date and historical information related to actions claimed against the Company.
The Company has no significant new commitments or contingencies at June 30, 2025 other than those discussed in Note 15 of the December 31, 2024 financial statements and as discussed below.
The
Company had previously recorded GBP
The
Company received a claim from a former contractor in 2025 seeking an amount of £
In
the year ended December 31, 2024, the Company recorded South African Rand (“ZAR”) ZAR
In
the year ended December 31, 2024, the Company recorded South African Rand (“ZAR”) ZAR
Note 15 - Related party transactions
Management consultancy agreements
In
April 2019, the Company entered into a consultancy agreement with Chief Executive Officer, Justin Floyd, where the Company pays $
In
April 2019, the Company entered into a consultancy agreement with Director, Soumaya Hamzaoui, where the Company pays
| F-23 |
REDCLOUD HOLDINGS PLC NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED FOR THE SIX MONTHS ENDED JUNE 30, 2025, AND AUDITED 2024 |
Note 15 - Related party transactions (continued)
Shareholder loan and convertible shareholder loan agreements
The Company’s shareholder loans and convertible shareholder loans discussed at Note 9 are between the Company and certain common stock shareholders of the Company that are related parties.
Note 16 - Subsequent events
Management has performed an evaluation of subsequent events after the balance sheet date of June 30, 2025 through October 16, 2025, the date that the financial statements were available to be issued.
Joint Venture Agreement
On September 2, 2025, the Company announced a joint venture with Kayanat, a Saudi Arabian family office, to establish RedCloud Arabia, a new entity focused on digitizing and transforming the FMCG sector in Saudi Arabia. The joint venture will be jointly owned by RedCloud Holdings PLC and Kayanat, with operations expected to commence in Q4 2025. RedCloud Arabia will deploy the Company’s AI-powered RedAI trading platform, Red101 for retailers, and the TradeX bulk trading program. The joint venture is expected to be accounted for under the equity method of accounting.
Other than the above, there were no material subsequent events to highlight.
Loan Agreement
On
23 September 2025, RedCloud Technology Ltd signed a Framework Loan Agreement with Lienhardt & Partner Privatbank Zürich AG,
securing access to a revolving credit facility of up to GBP
Key highlights of the agreement include:
Loan Types: The facility can be used as an overdraft, a fixed advance, or to meet margin requirements for forward exchange contracts and other derivative instruments.
Interest Rates:
| ● | Overdrafts accrue interest at % per annum, calculated daily. |
| ● | Fixed advances in foreign currencies are priced at the bank’s internal refinancing rate plus a % margin. |
Collateral:
The facility is secured by assets approved by the bank, with the loan amount determined by the applicable loan- to-value ratio.
Termination:
Either party may terminate the agreement at any time with immediate effect. Any fixed-term loans already drawn will remain in place until maturity.
Purpose:
The facility is intended to support trading in financial instruments, in line with Article 3c(5) of the Swiss Financial Services Act (FIDLEG).
This agreement is considered a non-adjusting subsequent event, as it was entered into after the 2024 reporting date but before the financial statements were authorised for issue. While it does not impact the financial position as at 31 December 2024, it is disclosed here to provide transparency about significant developments after year- end.
| F-24 |
REDCLOUD HOLDINGS PLC NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED FOR THE SIX MONTHS ENDED JUNE 30, 2025, AND AUDITED 2024 |
Note 16 - Subsequent events (continued)
Share options
| ● | On
July 3, 2025, RedCloud Holdings plc entered into a securities purchase agreement with certain
institutional and accredited investors, including the Company’s largest current shareholder,
and a member of the Board, to purchase of its ordinary shares and accompanying
warrants to purchase | |
| ● | Between
29 September and 10 November 2025, a total of share options were exercised at an
exercise price of $ per option, resulting in gross proceeds of $ |
Departure and Appointment of Certain Officers
On December 31, 2025, Neil Woodman’s term as Executive Vice President of Finance of RedCloud Holdings plc (the “Company”) will expire, and Mr. Woodman has informed the Company that he does not intend to return to the role. In connection with this notification, the Company’s Board of Directors met and agreed to appoint Maria Magdalena Gonzalez, who currently serves as a member of the Board and the audit committee, as Chief Financial Officer (“CFO”) effective January 5, 2026.
The above events are considered a non-recognized subsequent event under ASC 855 Subsequent Events, as it occurred after the balance sheet date and does not provide additional evidence about conditions that existed at 30 June 2025. Accordingly, no adjustment has been made to the financial statements as of that date, but disclosure is provided to ensure transparency of significant post-year-end equity transactions.
| F-25 |
| Redcloud Holdings Plc |
| CONSOLIDATED Financial Statements |
| As of and for the Years Ended December 31, 2024, and 2023 |
| F-26 |
REDCLOUD HOLDINGS PLC
Table of Contents
| report OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | F-28 | |
| CONSOLIDATED financial Statements | ||
| Consolidated Balance Sheets | F-29 | |
| Consolidated Statements of Operations | F-30 | |
| Consolidated Statements of Comprehensive Loss | F-31 | |
| Consolidated Statements of Stockholders’ Deficit | F-32 | |
| Consolidated Statements of Flows | F-33 | |
| Notes to the Consolidated Financial Statements | F-34 - F-61 |
| F-27 |
Report of Independent Registered Public Accounting Firm
Board of Directors
RedCloud Holdings plc
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of RedCloud Holdings plc as of December 31, 2024, and 2023, and the related consolidated statements of operations, comprehensive loss, changes in stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of RedCloud Holdings plc as of December 31, 2024, and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses, a working capital deficit and stockholders’ deficit that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company´s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to RedCloud Holdings plc in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. RedCloud Holdings plc is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Turner, Stone & Company, L.L.P.
PCAOB ID: 76
We have served as RedCloud Technologies, Ltd.’s and Redcloud Holdings plc’s auditor since 2023.
Dallas, Texas,
May 16, 2025
| F-28 |
REDCLOUD HOLDINGS PLC
CONSOLIDATED Balance Sheets
| December 31, | December 31, | |||||||
| (In United States dollars, except shares and par value) | 2024 | 2023 | ||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
Restricted cash | ||||||||
| Accounts receivables and other receivables, net | ||||||||
| Income taxes receivable | ||||||||
| Other current assets | ||||||||
| Total Current Assets | ||||||||
| Non Current Assets: | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Total Non Current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | ||||||||
| Voucher payable | ||||||||
| Accrued expenses | ||||||||
| Value-added tax payable | ||||||||
| Other current liabilities | ||||||||
| Shareholder loans payable | ||||||||
| Short-term borrowings | ||||||||
| Total Current Liabilities | ||||||||
| Convertible Shareholder loans, at fair value | ||||||||
| Total Non current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 15) | ||||||||
| Stockholders’ Deficit: | ||||||||
| Common stock; £ par value, and issued and outstanding as of December 31, 2024 and 2023, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-29 |
REDCLOUD HOLDINGS PLC
CONSOLIDATED STATEMENTS OF OPERATIONS
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Revenue | $ | $ | ||||||
| Operating expenses: | ||||||||
| General and administrative | ||||||||
| Salaries, benefits, contractor costs | ||||||||
| Marketing and commissions | ||||||||
| Travel | ||||||||
| Professional fees | ||||||||
| Product and technology development | ||||||||
| Depreciation and amortization | ||||||||
| Total operating expenses | ||||||||
| Net loss from operations | ( | ) | ( | ) | ||||
| Other expense: | ||||||||
| Interest (income)/expense | ||||||||
| Loss on Debt Extinguishment | ||||||||
| Loss from change in fair-value of convertible shareholder loans | ||||||||
| Foreign currency loss | ||||||||
| Net loss before income taxes | ( | ) | ( | ) | ||||
| Income tax benefit* | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Loss per Share | ||||||||
| Loss per Share, basic and diluted | $ | ) | $ | ) | ||||
| Weighted-average common shares outstanding, basic and diluted | ||||||||
| * |
The accompanying notes are an integral part of these financial statements.
| F-30 |
REDCLOUD HOLDINGS PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Foreign currency translation adjustment net of tax | ||||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these financial statements.
| F-31 |
REDCLOUD HOLDINGS PLC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
| Accumulated | ||||||||||||||||||||||||
| Additional | Other | Total | ||||||||||||||||||||||
| Common Stock | Paid-In | Accumulated | Comprehensive | Stockholders’ | ||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Income (Loss) | Deficit | |||||||||||||||||||
| Balances, January 1, 2023 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Common stock issued | ||||||||||||||||||||||||
| Conversion of shareholder loan into common shares | ||||||||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||
| Extinguishment of debt | - | ( | ) | ( | ) | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency Translation adjustment, net of tax | - | |||||||||||||||||||||||
| Balances, December 31, 2023 | 21,667,738 | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||
| Accumulated | ||||||||||||||||||||||||
| Additional | Other | Total | ||||||||||||||||||||||
| Common Stock | Paid-In | Accumulated | Comprehensive | Stockholders’ | ||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Income (Loss) | Deficit | |||||||||||||||||||
| Balances, January 1, 2024 | 21,667,738 | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||
| Common stock issued | ( | ) | ||||||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency Translation adjustment, net of tax | - | ( | ) | |||||||||||||||||||||
| Balances, December 31, 2024 | 25,000,043 | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||
The accompanying notes are an integral part of these financial statements.
| F-32 |
REDCLOUD HOLDINGS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments reconcile net loss to cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock-based compensation | ||||||||
| Bad debt expense | ||||||||
| Loss from change in fair-value of convertible shareholder loan | ||||||||
| Non-cash loss on debt extinguishment | ||||||||
| Accrued interest expense on shareholder loans | ||||||||
| Shareholder loan debt discounts | ||||||||
Unrealised loss/(gains) | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable and other receivables | ( | ) | ( | ) | ||||
| Other current assets | ( | ) | ( | ) | ||||
| Accounts payable and vouchers payable | ||||||||
| Accrued expenses | ||||||||
| Value-added tax payable | ( | ) | ||||||
| Income taxes receivable | ( | ) | ( | ) | ||||
| Other current liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Purchases of intangible assets | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Proceeds from issuance of debt (convertible loans) | ||||||||
| Proceeds from shareholder loan | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ||||||||
| Change in cash and cash equivalents during the year | ( | ) | ||||||
| Cash and cash equivalents, beginning of year | ||||||||
| Cash, end of year | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-33 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024, AND 2023
Note 1 - Nature of business
RedCloud Holdings plc (“RedCloud Holdings” or the “Parent Company”), together with its wholly-owned subsidiaries (collectively, the “Company” or “RedCloud Group”), operates a cloud-based, business-to-business open commerce platform, RED101. The Company’s platform facilitates digital commerce in Nigeria, South Africa, Brazil, Peru, and Argentina, with supporting operations and cost centers located in the United Kingdom and Portugal.
RedCloud Technologies Ltd (“RedCloud Technologies”) was incorporated in the United Kingdom on February 3, 2014, and historically served as the operating and holding entity of the RedCloud Group. On April 14, 2024, a corporate restructuring was completed pursuant to which RedCloud Holdings plc, a private company limited by shares incorporated under the laws of England and Wales, was formed as the new ultimate parent of the RedCloud Group. RedCloud Holdings plc was established to facilitate future strategic and capital market initiatives, including potential public listing activities. This restructuring had no impact on the underlying operations of the business.
The Company provides services through the RED101 platform, enabling commerce between registered users. Buyers (typically small-to-medium merchants) can purchase fast-moving consumer goods (“FMCG”) from Sellers (brands and distributors) listed on the platform. RedAds™ allows Sellers to promote targeted offers, while RedInsights provides data analytics and insights drawn from over 50,000 individual market data points in real-time. The Company also offers digital financial solutions under RedPay, including e-wallet services and access to localized payment networks.
The Company generates revenue primarily through transaction-based commissions calculated as a percentage of the value of goods sold via RED101.
Note 2 - Summary of significant accounting policies
Basis of presentation - These consolidated financial statements (“financial statements”) have been presented in United States dollars (“$” or “USD”) unless otherwise indicated and are prepared in accordance with United States generally accepted accounting principles (“US GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain reclassifications have been made to prior period consolidated financial statements to conform to the current period presentation.
Going concern - The Company has made significant investments in technology and people to enable it to continue to achieve notable sales growth, these conditions still raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to utilize the resources in place of generating future profitable operations, to develop additional acquisition opportunities, and to obtain the necessary financing to meet its obligations and repay its liabilities arising from business operations when they come due.
The
Company’s consolidated financial statements included have been prepared on a going concern basis, which contemplates the realization
of assets and satisfaction of liabilities in the normal course of business. The Company generated a net loss of $
As
of December 31, 2024, the Company had a stockholders’ deficit of $
Management believes the Company will be able to continue to develop new opportunities and will be able to obtain additional funds through debt and / or equity financing to facilitate its business strategy. These consolidated financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company have to curtail or be unable to continue operations.
| F-34 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024, AND 2023
Note 2 - Summary of significant accounting policies (continued)
Basis of consolidation - These consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions were eliminated in consolidation. Subsidiaries are entities the Company controls when it is exposed, or has rights, to variable returns from its involvement in the entity and can affect those returns through its power to direct the relevant activities of the entity. Subsidiaries are included in the consolidated financial results of the Company from the date of acquisition up to the date of disposition or loss of control.
At December 31, 2024, and 2023, the Company had the following subsidiaries:
| Subsidiaries | Country of Incorporation | Ownership % 2023 | Ownership % 2024 | Functional Currency | ||||||||
| Marketplace Technologies Nigeria Limited | ||||||||||||
| RedCloud Peru S.A.C | ||||||||||||
| RedCloud Technology Argentina SA | ||||||||||||
| RedCloud IP Limited | ||||||||||||
| RedCloud Technologies Brazil Servicos Digitais Ltda | ||||||||||||
| RedCloud Technologies (Pty) Ltd | ||||||||||||
| RedCloud Technologies (Portugal) Unipessoal Lda | ||||||||||||
| RedCloud Technologies, Inc. | ||||||||||||
| RedCloud Technologies UK Ltd | ||||||||||||
Basis of measurement - The consolidated financial statements have been prepared on the historical cost basis, except for financial instruments measured at fair value when required as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When the Company is required to calculate the estimated fair value of financial instruments or other financial statement items, it uses quoted market prices when available. When quoted market prices are not available, fair value is determined based on valuation techniques using the best information available and may include quoted market prices, market comparable, and discounted cash flow projections.
Fair Value Measurements - Financial Accounting Standards Board (“FASB”) / Accounting Standards Codification (“ASC”) 820 – Fair Value Measurements and Disclosures defines fair value, establishes a framework for measuring fair value under U.S. GAAP, and expands disclosures about fair value measurements. In accordance with ASC 820, we have categorized our financial assets and liabilities based on the priority of the inputs to the valuation technique into a three-level fair value hierarchy as set forth below. If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
| F-35 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024, AND 2023
Note 2 - Summary of significant accounting policies (continued)
Financial assets and liabilities recorded in the accompanying consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:
Level 1 – Financial instruments whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market which we have the ability to access at the measurement date.
Level 2 – Financial instruments whose values are based on quoted market prices in markets where trading occurs infrequently or whose values are based on quoted prices of instruments with similar attributes in active markets.
Level 3 – Financial instruments whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the instrument.
As of December 31, 2024, and 2023, the carrying value of the Company’s financial assets and liabilities not measured at fair value approximated their fair value mainly because of their short-term maturity. These assets and liabilities included cash and equivalents, accounts receivable, accounts payable, and salaries and benefits payable, and taxes payable. The Company’s shareholder loans are stated at amortized cost, consistent with the terms of the agreement.
The Company elected the fair value option to record its convertible shareholder loan balances at fair value. The elections were held at the inception date of each loan. Changes in fair value of these loans are recorded each reporting period on a recurring basis in the consolidated statement of operations, which includes contractual interest in the loan agreements as well as fair value changes. See additional fair value discussion in Note 9 for these loans.
Use of Estimates - The preparation of the consolidated financial statements are prepared in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used for, but not limited to, accounting for allowance for doubtful accounts, share-based compensation, convertible shareholder loans, at fair value, and capitalized development costs. Actual results could differ from those estimates.
Cash, cash equivalents and restricted cash - The Company considers all highly liquid investments with an original maturity of three months or less when purchased, consisting primarily of deposits held at call with banks and other short-term liquid investments, to be cash equivalents.
The Company’s management assesses balances for credit losses included in cash and cash equivalents, except for those recorded at fair value with impact on the statement of operations, based on a review of the average period for which the financial asset is held, credit ratings of the financial institutions and probability of default and
loss given default models. The Company did not recognize any credit loss on the cash and cash equivalents for the years ended December 31, 2024, and 2023.
The
Company has a letter of guarantee signed by Redcloud Peru S.A.C. and ENTEL PERU S.A.C. for the amount of S/.
| F-36 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024, AND 2023
Note 2 - Summary of significant accounting policies (continued)
Allowance for credit losses - Accounts receivable is recognized initially at fair value and subsequently measured at amortized cost, less any provisions. Provisions are estimated using the allowance for current expected credit losses (“CECL”) where any expected future credit losses are provided for, irrespective of whether a loss event has occurred at the reporting date. Estimates of expected credit losses consider the Company’s collection history by country and customer, deterioration of collection rates during the average credit period, as well as observable changes in and forecasts of future economic conditions that affect default risk. The Company utilizes a provision matrix by country to estimate lifetime CECL’s for accounts receivables.
Changes in the allowance are recognized as bad debt expense in the consolidated statements of operations. When the Company determines that no recovery of the amount owed is possible, the amount is deemed irrecoverable, and the financial asset is written off. The write-off policy varies by country, which could be a statutory period of time, while in other countries this is determined by judgment or otherwise when discharged by bankruptcy or other legal proceedings.
Concentration
of credit risk - Cash and cash equivalents, and accounts receivable are potentially subject
to credit risk. A substantial portion of the Company’s cash balance is held with a single financial institution in the United Kingdom
on December 31, 2024, and 2023, and at least
Property and equipment, net - Property and equipment are recorded at their acquisition cost and depreciated over their estimated useful lives using the straight-line method. Repair and maintenance costs are expensed as incurred.
Leases - The Company determines if an arrangement is a lease at inception. For the years ended December 31, 2024 and 2023, the Company determined its arrangements for office space are service agreements, and outside the scope of lease accounting and FASB ASC 842. As such, there are no amounts recorded for the right of use assets or lease liabilities. Costs associated with these arrangements are included in general and administrative expenses on the consolidated statements of operations.
Intangible
assets - Intangible assets consist of software development costs, which are valued at historical
cost. Intangible assets with definite useful life are amortized over the period of estimated benefit to be generated by those assets
and using the straight-line method; their estimated useful life is
The Company’s “Product and technology development” costs on the consolidated statements of operations include costs to operate and maintain the ecommerce site, as well as costs that are not eligible for capitalization and are expensed as incurred.
Impairment of long-lived assets - The Company reviews long-lived assets for impairments whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The impairment evaluation is performed at the lowest level of identifiable cash flows independent of other assets. The recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by the asset. If such asset is considered to be impaired on this basis, the impairment loss to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of such asset. As of December 31, 2024, and 2023, there were no events or changes in circumstances that indicate that the carrying value of an asset may not be recoverable.
| F-37 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024, AND 2023
Note 2 - Summary of significant accounting policies (continued)
The Company operates an employee stock option plan. The corresponding shared-based compensation is recorded as an increase in additional paid-in capital, and the expense is recorded in the consolidated statements of operations within general and administrative expense over the vesting period. The fair value of options is determined using the Black–Scholes pricing model which incorporates all market vesting conditions.
Accruals of compensation cost for an award with a performance condition shall be based on the probable outcome of that performance condition. Compensation cost is accrued if it is probable that the performance condition will be achieved and is not accrued if it is not probable that the performance condition will be achieved. Performance conditions that restrict the ability of the award holder to exercise the option unless stated events occur (such as a change in control, public offering of the Company’s common shares, or other exit event) are deemed not probable to occur until they occur. Such conditions also affect the vesting period and expected life of the options for accounting purposes, which is calculated with respect to the passage of time from the grant date until the date the awards is exercisable by the award holder.
For awards with graded vesting schedules, the Company has elected to calculate the fair value as a single award and recognize expense over the total expected vesting period rather than in tranches. The Company has elected to recognize forfeitures as they occur. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.
The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation. Stock-based compensation cost is measured at the grant date based on the estimated fair value of the award and is recognized as an expense over the vesting period on a straight-line basis. The Company recognizes compensation expense for all stock-based awards with graded or cliff vesting, net of estimated forfeitures if applicable.
Upon exercise of a stock option, the proceeds received are credited to common stock and additional paid-in capital (APIC). The Company issues new shares upon exercise; there have historically been no treasury shares.
Forfeitures and expirations of stock options do not result in reversal of previously recognized compensation expense. Any previously recognized amounts remain in APIC.
Income Taxes
Deferred Income Taxes - Overall
The Company is subject to income taxes in the United Kingdom (“UK”), where the Parent Company is domiciled and the foreign jurisdictions of the Company’s subsidiaries. The Company accounts for income taxes under the asset and liability method. Deferred income taxes are recognized for temporary differences between financial statement carrying amounts and the tax basis assets, liabilities, and loss carryforwards at income tax rates expected to be in effect when such amounts are realized or settled. The effect on deferred income taxes from a change in tax rates is recognized in income tax (expense) benefit in the period that includes the enactment date.
| F-38 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024, AND 2023
Note 2 - Summary of significant accounting policies (continued)
The Company’s income tax (expense) benefit consists of income taxes that are currently payable or refundable, and the change during the reporting of the Company’s deferred income tax assets and liabilities.
Deferred Income Taxes – Valuation Allowance
Management evaluates the realizability of net deferred income tax assets to determine if a valuation allowance is required. We assess whether a valuation allowance should be established based on the consideration of all available evidence using a “more-likely-than-not” standard, with significant weight being given to evidence that can be objectively verified. Since we operate in multiple jurisdictions, we assess the need for a valuation allowance on a jurisdiction-by-jurisdiction basis, considering the effects of local tax law. In connection with Management’s assessment, factors such as the nature, frequency, and magnitude of current and cumulative losses on an individual subsidiary basis, projections of future taxable income, the duration of statutory carryforward periods, as well as feasible tax planning strategies that would be employed by the Company to prevent tax loss carryforwards from expiring.
Deferred Income Taxes – Undistributed Earnings from Foreign Subsidiaries
Management assesses whether undistributed earnings from its foreign subsidiaries will be reinvested indefinitely or eventually distributed to the UK Parent. The Company is required to record a deferred tax liability for
undistributed earnings from foreign subsidiaries that will not be reinvested indefinitely and will be eventually repatriated to the UK Parent.
Deferred Income Taxes – Uncertain Income Tax Positions
The Company recognizes an income tax benefit for an income tax position taken or expected to be taken on an income tax return if the more-likely-than-not recognition threshold is met by the end of the reporting period, or is effectively settled through examination, litigation, or negotiation, or if the statute of limitations for the relevant taxing authority to examine and challenge the tax position has expired. The income tax benefit recognized in the financial statements from such a position is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution.
Penalties and interest related to uncertain income tax positions are recorded as an expense. Significant judgment is required in the identification of uncertain income tax positions and in the estimation of penalties and interest on uncertain income tax positions.
Comprehensive loss - Comprehensive loss is comprised of two components, net income (loss) and other comprehensive income (loss). This last component is defined as all other changes in the equity of the Company that result from transactions other than with shareholders. Other comprehensive income (loss) includes the cumulative foreign currency translation adjustments relating to the translation of the consolidated financial statements of the Company’s foreign subsidiaries outside of the United Kingdom.
| F-39 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024, AND 2023
Note 2 - Summary of significant accounting policies (continued)
Reporting and foreign currency - The Parent Company entity’s functional currency is the Great British Pound, however as an anticipated foreign private issuer with the SEC, the Company elects to report in US dollars as permitted by SEC Regulation S-X 210.3. All the Company’s foreign operations have determined the local currency to be their functional currency, except for Argentina, which is discussed in more detail below. Accordingly, the foreign subsidiaries with local currency as functional currency translate assets and liabilities from their local currencies into US dollars by using year-end exchange rates while income and expense accounts are translated at the average monthly rates in effect during the year, unless exchange rates fluctuate significantly during the period, in which case the exchange rates at the date of the transaction are used. The resulting translation adjustment is recorded as a component of other comprehensive income (loss). Gains and losses resulting from transactions denominated in non-functional currencies are recognized in earnings in the consolidated statements of operations as foreign currency loss (gain).
Argentine
currency status - The Company reports its Argentine operations as highly inflationary status in accordance with US GAAP for the
years ended December 31, 2024, and 2023, and changed the functional currency for its Argentine subsidiary from Argentine Pesos to the
United States Dollar, which is the appropriate functional currency of the entity based on the highly inflationary status. Transactions
are then converted to the US Dollar, which is the reporting currency of its Parent Company. Argentina’s three-year cumulative inflation
rate for the years ended December 31, 2024, and 2023 was
Argentine exchange regulations - In the second half of 2019, the Argentine government instituted exchange controls restricting the ability of companies and individuals to exchange Argentine Pesos for foreign currencies and their ability to remit foreign currency out of Argentina. An entity’s authorization request to the Central Bank of Argentina (“CBA”) to access the official exchange market to make foreign currency payments may be denied depending on the circumstances. As a result of these exchange controls, markets in Argentina developed trading mechanisms, in which an entity or individual buys US dollar denominated securities in Argentina (i.e. shares, sovereign debt) using Argentine peso, and subsequently sells the securities for US dollars, in Argentina, to access
US dollars locally, or outside Argentina, by transferring the securities abroad, prior to being sold (the latter commonly known as Blue-Chip Swap Rate). The Blue-Chip Swap Rate has diverged significantly from Argentina’s official exchange rate (commonly known as exchange spread).
The
Company uses Argentina’s official exchange rate to account for transactions in its Argentine business, which as of December 31,
2023, reflected a devaluation of approximately
Revenue recognition - The Company’s revenue comes from a single product offering – the final value fees of sales that occurs on its ecommerce platform. See disaggregation of the Company’s revenue in Note 10, Reportable Segments.
The Company enters written contracts with platform sellers entitling the Company to a stated percentage of the platform seller’s sales on the Company’s ecommerce platform (“final value fees”). The Company has one performance obligation to its Sellers on the Marketplace platform and this performance obligation is to connect buyers and sellers on the Company’s ecommerce platform.
The Company recognizes revenue when it transfers control of promised goods or services to customers. The Company’s compensation of final value fees is recognized at the point in time when an item is sold on the platform, satisfying this performance obligation.
| F-40 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024, AND 2023
Note 2 - Summary of significant accounting policies (continued)
Revenue is recognized in an amount that reflects the consideration to which the Company expects to be entitled. Revenue is recognized net of any taxes collected, which the Company subsequently remits to governmental authorities. The Company invoices the platform sellers monthly based on the contracted percentage based final value fee of transaction activity occurring on the Company’s ecommerce platform. Payments are due from customers within 30 to 90 days.
The Company provides incentives to buyers and sellers in various forms including discounts on fees, discounts on items sold, coupons and rewards. Evaluating whether a promotion or incentive is a payment to a customer may require significant judgment. Promotions and incentives that are consideration payable to a customer (platform seller) are recognized as a reduction of revenue at the later date of when revenue is recognized or when the Company pays or promises to pay the incentive. Promotions and incentives to platform buyers on our platform, to whom the Company has no performance obligation, are recognized as marketing and commissions expense and are recorded on the consolidated statements of operations under the “Marketing and commissions” caption.
The Company determined it is an agent regarding sales transactions on its ecommerce platform and not a principal. As such, the Company’s revenue reflects only the final value fees and not the gross transaction value of products and services sold on the platform.
The Company elected as a permitted practical expedient to not adjust the customer contract consideration for significant financing components when the period between the transfer of the Company’s services and customer payment is one year or less.
The Company elected as a permitted practical expedient to expense, as incurred, the costs of obtaining a customer contract such as sales commissions and other selling transaction costs when the amortization period of the assets otherwise would be one year or less. Accordingly, the Company has no assets recorded for costs to obtain a customer contract as there are no contracts where the underlying asset would have a life exceeding one year.
Segment Information - Operating segments are identified as components of an enterprise about which discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in deciding resource allocation and assessing performance. The Company’s Chief Executive Officer is its CODM. The Company’s CODM reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources, and evaluating financial performance. See “Note 10 - Reportable Segments” for the Company’s revenue segment disclosures.
Marketing
and commissions costs - The Company expenses the costs of advertisements in the period during
which the advertising space or airtime is used within Marketing and commissions costs on the consolidated statements of operations. Internet
advertising expenses are recognized based on the terms of the individual agreements, which is generally over the greater of the ratio
of the number of clicks delivered over the total number of contracted clicks, on a pay-per-click basis, or on a straight-line basis over
the term of the contract. Marketing and commissions costs for the years ended December 31, 2024, and 2023 amounted
to $
Offering Costs - Offering costs include the legal, accounting, printing, mailing and filing fees, charges of our escrow holder and transfer agent, the reimbursement of bona fide due diligence expenses of broker dealers and commissions of selling broker dealers. These offering costs will be accounted for as a deferred charge until the Company begins selling the respective shares from the Initial Public Offering (“IPO”) (see Note 17), after which the offering costs will be offset against proceeds received from the Offering in the consolidated statement of changes in stockholders’ equity (deficit).
Supplemental cash flow disclosures -
There
was a GBP
There was $ and $ cash paid for income taxes in the years ended December 31, 2024 and 2023, respectively.
Non-cash investing and financing activities: for the year ended December 31, 2024, there were no non-cash investing and financing activities.
During the year ended December 31, 2023, the Company converted $21,178,928 of shareholder loans into common shares of the Company.
| F-41 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024, AND 2023
Note 2 - Summary of significant accounting policies (continued)
Recently adopted accounting standards - During the year ended December 31, 2024, the Company did not adopt any new accounting standards issued by the Financial Accounting Standards Board (“FASB”) that had a material impact on its consolidated financial statements.
Recent accounting pronouncements not yet adopted - In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures”. The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, as well as new segment disclosure requirements for entities with a single reportable segment. The amendments in this update are effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance should be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company does not expect a significant impact upon adoption of this ASU.
In December 2023, the FASB issued the ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update provide more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information, requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The other amendments in this update improve the effectiveness and comparability of disclosures by adding disclosures of pretax income (or loss) and income tax expense (or benefit) and removing disclosures that no longer are considered cost beneficial or relevant. The amendments are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The guidance should be applied on a prospective basis while retrospective application is permitted. The Company is assessing the effects that the adoption of this accounting pronouncement may have on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income – Expense Disaggregation Disclosures. The amendments in this update require public business entities to provide more detailed disclosures about the nature of certain income statement expenses, enhancing the transparency and usefulness of financial reporting. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The standard may be applied either prospectively or retrospectively to all prior periods presented. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
Note 3 - Accounts receivables and other receivables
The Company’s accounts and other receivable are recorded at amortized cost. The accounts and other receivables balance at December 31, 2024, consists of the following:
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Accounts receivable | $ | $ | ||||||
| Other receivables | ||||||||
| Total | ||||||||
| Allowance for doubtful accounts | ( | ) | ||||||
| Total accounts receivables and other receivables, net | $ | $ | ||||||
| F-42 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024, AND 2023
Note 3 - Accounts receivables and other receivables (continued)
Changes in allowance for doubtful accounts in the year ended December 31, 2024, relate to establishing an additional allowance for expected credit losses. The Company has no amounts written-off that are still subject to collection enforcement activity at December 31, 2024. The Company’s December 31, 2024, aging of accounts receivable is as follows:
| 1-30 Days | $ | |||
| 31-60 Days | ||||
| 61-90 Days | ||||
| 91-120 Days | ||||
| 121+ Days | ||||
| Total accounts receivables | $ |
The Company’s December 31, 2023 aging of accounts receivable is as follows:
| 1-30 Days | $ | |||
| 31-60 Days | ||||
| 61-90 Days | ||||
| 91-120 Days | ||||
| 121+ Days | ||||
| Total accounts receivables | $ |
A continuity schedule of the allowance for expected credit losses for the years ended December 31, 2024, and 2023 is as follows:
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Balance at January 1 | $ | $ | ( | ) | ||||
| Current period additions for expected credit losses | ( | ) | ||||||
| Write-offs charges against allowance | ( | ) | ||||||
| Recoveries collected | ||||||||
| Foreign exchange impacts | ||||||||
| Balance at December 31 | $ | ( | ) | $ | ||||
Note 4 - Other current assets
Other current assets consisted of the following at December 31:
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Sales tax receivable | $ | $ | ||||||
| Prepayments | ||||||||
| Deferred Offering Costs | ||||||||
| Total Other current assets | $ | $ | ||||||
| F-43 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024, AND 2023
Note 5 - Property and equipment, net
Property and equipment consisted of the following at:
| Accumulated | ||||||||||||||
| December 31, 2024 | Useful Lives | Cost | Depreciation | Net | ||||||||||
| Computer equipment | $ | $ | $ | |||||||||||
| Office equipment | ||||||||||||||
| $ | $ | $ | ||||||||||||
| Accumulated | ||||||||||||||
| December 31, 2023 | Useful Lives | Cost | Depreciation | Net | ||||||||||
| Computer equipment | $ | $ | $ | |||||||||||
| Office equipment | ||||||||||||||
| $ | $ | $ | ||||||||||||
Depreciation
expense for the years ended December 31, 2024 and 2023 was $
At December 31, 2024, and 2023, the Company’s property, plant and equipment had no significant restrictions on title or pledges as security for liabilities, there are no significant commitments for future purchases, and there were no significant disposals during the years ended December 31, 2024, and 2023.
Note 6 - Intangible assets, net
A continuity schedule of intangible assets at December 31, 2024, and 2023 is as follows:
| Capitalized Software Development | ||||||||
| 2024 | 2023 | |||||||
| Cost | ||||||||
| Balance at January 1 | $ | $ | ||||||
| Additions | ||||||||
| Foreign exchange impact | ( | ) | ||||||
| Balance at December 31 | ||||||||
| Accumulated Amortization | ||||||||
| Balance at January 1 | ||||||||
| Additions | ||||||||
| Foreign exchange impact | ( | ) | ||||||
| Balance at December 31 | ||||||||
| Net Book Value at December 31 | $ | $ | ||||||
The
Company’s intangible assets consist of capitalized software development costs for its hosted ecommerce platform with related ongoing
functionality and enhancements. The gross cost of the intangible assets is amortized over their estimated useful lives of
| F-44 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024, AND 2023
Note 6 - Intangible assets, net (continued)
Amortization
expense for the years ended December 31, 2024 and 2023 was $
At December 31, 2024, the estimated aggregate amortization expense for each of the next five years is as follows:
| December, 31 | ||||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | $ | |||
Note 7 - Accrued expenses
Accrued expenses consisted of the following at
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Accrued payables | $ | $ | ||||||
| Employment taxes payable | ||||||||
| Other accrued expenses | ( | ) | ||||||
| Total accrued expenses | $ | $ | ||||||
Certain
employees of the Company’s United Kingdom legal entities participate in defined contribution pension plans. The Company recorded
$
Note 8 - Other current liabilities
Other current liabilities consisted of the following at:
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Corporation taxes payable | $ | $ | ||||||
| Withholding tax payable | ||||||||
| Other current liabilities | ( | ) | ||||||
| Total other current liabilities | $ | $ | ||||||
Note 9 - Borrowings
Indebtedness and other financial liabilities consisted of the following at December 31, 2024, and 2023:
Unsecured Shareholder Term Loans
In December 2022, the Company entered into unsecured term loan agreements with certain shareholders to borrow £ ($ million), at a % interest rate over the term of the loan, with no cash payments due on the loan until its maturity in .
| F-45 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024, AND 2023
Note 9 - Borrowings (continued)
In February 2023, the Company entered into an unsecured term loan agreement with certain shareholders to borrow £ ($ million), at a % interest rate over the term of the loan, with no cash payments due on the loan until its maturity in .
In March 2023, the Company entered into an unsecured term loan agreement with certain shareholders to borrow £ ($ million), at a % interest rate over the term of the loan, with no cash payments due on the loan until its maturity in .
In April 2023, the Company entered into unsecured term loan agreements with certain shareholders to borrow £ ($ million), at a % interest rate over the term of the loan, with no cash payments due on the loan until its maturity in .
On the expiry of the terms of these loans, the loans were restated and consolidated, with rolled up interest, into a new unsecured term loan agreement expiring in December 2023 at a % interest rate over the term of the loan. The new restated consolidated loan agreement was in the amount of £ ($ million) comprising restated debt of £ ($) and rolled up interest of £ ($).
In July 2023, the Company entered into an unsecured term loan agreement with a shareholder to borrow £ ($ million), at a % interest rate over the term of the loan, with no cash payments due on the loan until its maturity in .
In August 2023, the Company entered into an unsecured term loan agreement with a shareholder to borrow £ ($ million), at a % interest rate over the term of the loan, with no cash payments due on the loan until its maturity in .
In November 2023, the Company entered into an unsecured term loan agreement with a shareholder to borrow £ ($ million), at a % per annum interest rate, with no cash payments due on the loan until its maturity, being the at then envisaged closing date of the Company’s proposed IPO.
In December 2023, the Company entered into an unsecured term loan agreement with a shareholder to borrow £($ million), at a % per annum interest rate, with no cash payments due on the loan until its maturity being the at then envisaged closing date of the Company’s proposed IPO.
On the expiry of the terms of (i) the June 2023 restated consolidated loan agreement (ii) the July 2023 unsecured term loan, and (iii) the August 2023 unsecured term loan, the loans were restated and consolidated, with rolled up interest, into a new unsecured term loan agreement expiring in June 2024 at a % interest rate over the term of the loan. The new restated consolidated loan agreement was in the amount of £ ($ million) comprising restated debt of £ ($ million) and rolled up interest of £ ($ million)
As
of December 31, 2023, the outstanding unsecured term loans from shareholders were £
In January 2024, the Company entered into an unsecured term loan agreement with a shareholder to borrow £ ($ million), at a % per annum interest rate, with no cash payments due on the loan until its maturity being the at then envisaged closing date of the Company’s proposed IPO.
In May 2024, the Company entered into an unsecured term loan agreement with a shareholder to borrow £ ($ million), at a % per annum interest rate, with no cash payments due on the loan until its maturity being the at then envisaged closing date of the Company’s proposed IPO.
| F-46 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024, AND 2023
Note 9 - Borrowings (continued)
In June, July and August 2024, the Company entered into unsecured term loan agreements with a shareholder to borrow £ ($ million) (£ ($ million) respectively) at a % per annum interest rate, with no cash payments due on the loans until their maturity, being the closing of the Company’s proposed IPO.
In September 2024, following the expiry of the December 2023 restated consolidated loan agreement, the loan was restated and consolidated, with rolled up interest, into a new unsecured term loan agreement along with: (i) the November 2023 unsecured term loan, (ii) the December 2023 unsecured term loan, (iii) the January 2024 unsecured term loan, (iv) the May 2024 unsecured term loans, (v) the June 2024 unsecured term loan, (vi) the July 2024 unsecured term loan, and (vii) the August 2024 unsecured term loan.
The September 2024 restated consolidated loan agreement was in the overall amount of £ ($ million) comprising restated aggregated principal debt of £ ($ million), together with aggregate accrued interest on such principal amount (as of August 31, 2024) of £ ($ million).
The terms of the September 2024 restated consolidated loan agreement were inter alia:
| (i) | Commencement date of September 1, 2024. |
| (ii) | interest at % per annum. |
| (iii) | an amount of up to £ ($ million) repayable on completion of the proposed IPO (the “Initial Repayment Amount”); and |
| (iv) | the amount outstanding following the payment of the Initial Repayment Amount to be repaid in full or, if relevant, in part on the earlier of: |
| 1. | 1 September 2029; or |
| 2. | within 15 Business Days’ written notice from any Lender to the Company: |
| ○ | on the second anniversary of completion of the IPO; or |
| ○ | on each six-month period after the second anniversary of completion of the IPO; or |
| ○ | if completion of the IPO does not occur within 18 months of the date of the New Facility Agreement, the last day of each calendar month after such date which is 18 months of the New Facility Agreement. |
In accordance with ASC 470-50, the Company evaluated whether the transaction qualified as a modification or extinguishment of debt. The present value of future cash flows under the new debt terms was determined to be £ ($), representing a % increase compared to the carrying amount of the old debt.
As this exceeds the % threshold prescribed in ASC 470-50-40-10, the transaction was accounted for as a debt extinguishment.
A
loss on extinguishment of £
The new debt is initially recognized at fair value and is being amortized using the effective interest method over its -year term. The effective interest rate determined for the new arrangement is %.
In October and December 2024, the Company entered into unsecured term loan agreements with a shareholder to borrow £ (£ ($ million) and £ ($ million) respectively) on the same terms as the September 2024 restated consolidated loan agreement.
| F-47 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024, AND 2023
Note 9 - Borrowings (continued)
As
of December 31, 2024, the outstanding unsecured term loans from shareholders was $
In January 2025, the Company entered into an unsecured term loan agreement with a shareholder to borrow £ ($ million) on the same terms as the September 2024 restated consolidated loan agreement.
The October 2024 and December 2024 unsecured term loans were converted immediately prior to the effective date of the IPO in March 2025 [see Note 17].
The September 2024 restated consolidated loan agreement, and the January 2025 unsecured term loan were also capitalized prior to the effective date of the IPO [see Note 17].
Convertible Shareholder Loans at Fair Value
The Company elected to record the following convertible shareholder loans at fair value from their respective inception dates for the life of the loans.
From
July 2020 to August 2022, the Company entered into unsecured convertible loan agreements with certain shareholders to borrow
£
At December 31, 2024, there were no amounts outstanding from these loans.
In
September, October and November 2023, the Company entered into convertible loan notes with a shareholder to borrow £
In
February and March 2024, the Company entered into convertible loan notes with a shareholder to borrow £
The convertible loan notes were converted immediately prior to the effective date of the IPO on March 20, 2025 [see Note 17].
The
fair value of these convertible shareholder loans are classified as Level 2 in the fair value hierarchy. The primary input to the valuation
model includes observable market interest rates from companies with similar estimated credit ratings, and observable interest rates on
the Company’s borrowings. At December 31, 2024, the valuation assumptions include a discount rate of
The changes in fair value appear in the caption “Loss from change in fair-value of convertible shareholder loans” on the consolidated statement of operations. A continuity schedule of the convertible shareholder loans, including changes in fair value, for the years ended December 31, 2024, and 2023 is as follows:
| F-48 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024, AND 2023
Note 9 - Borrowings (continued)
| Shareholder convertible loans, at fair value | ||||||||
| 2024 | 2023 | |||||||
| Balance at January 1 | $ | $ | ||||||
| Changes in fair value | ||||||||
| Conversion to common shares | ( | ) | ||||||
| Borrowings | ||||||||
| Foreign exchange impacts | ( | ) | ||||||
| Balance at December 31 | $ | $ | ||||||
Bank Loans
The
Company entered into a £
The Lienhardt bank loan, with accrued interest through March 2025, was repaid from the proceeds of the Company’s IPO [see Note 17].
Debt Maturities
The following table summarized the stated debt maturities and scheduled amortization payments, excluding debt premiums and discounts, for each of the five years subsequent to December 31, 2024, and thereafter:
| December 31, 2024 | ||||||||||||
| Shareholder loans payable | Short-term borrowings | Shareholder convertible loans at fair value | ||||||||||
| 2025 | $ | $ | $ | |||||||||
| 2026 | ||||||||||||
| 2027 | ||||||||||||
| 2028 | ||||||||||||
| 2029 | ||||||||||||
| Thereafter | ||||||||||||
| $ | $ | $ | ||||||||||
Note 10 - Reportable segments
Segments reflect how the Company’s operations are managed, how the Company Chief Executive Officer, who is the chief operating decision maker, allocates resources and evaluates performance, and how the Company’s internal management financial reporting is structured. For the years ended December 31, 2024, and 2023, the Company’s reporting segments are based on its significant countries of operation (Nigeria), aggregate of operating segments representing all other countries of operation (Argentina, Brazil, South Africa, Portugal and Peru), plus its corporate and software development operations in the United Kingdom.
| F-49 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024, AND 2023
Note 10 - Reportable segments (continued)
The Company develops and manages the global ecommerce platform in the United Kingdom, with its revenue seeking operations in the foreign countries. The Company’s segments reported by country are consistent with its views of regulatory, economic and currency risks for the businesses as well. Statements of operations for the Company’s reporting segments for the years ending December 31, 2024, and 2023 are as follows:
| Year Ended December 31, 2024 | Nigeria | United Kingdom | Argentina | Other | Total | |||||||||||||||
| Revenue | $ | $ | $ | $ | $ | |||||||||||||||
| Operating expenses: | ||||||||||||||||||||
| General and administrative | ||||||||||||||||||||
| Salaries, benefits, contractor costs | ||||||||||||||||||||
| Marketing and commissions | ||||||||||||||||||||
| Travel | ||||||||||||||||||||
| Professional fees | ||||||||||||||||||||
| Product and technology development | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||
| Net loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Other expense: | ||||||||||||||||||||
| Interest (income)/expense | ( | ) | ||||||||||||||||||
| Loss on Debt Extinguishment | ||||||||||||||||||||
| Loss from change in fair-value of convertible Shareholder loans | ||||||||||||||||||||
| Foreign currency loss (gain) | ( | ) | ( | ) | ||||||||||||||||
| Net loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| - | ||||||||||||||||||||
| Income tax benefit (expense) | ||||||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| Year Ended December 31, 2023 | Nigeria | United Kingdom | Argentina | Other | Total | |||||||||||||||
| Revenue | $ | $ | $ | $ | $ | |||||||||||||||
| Operating expenses: | ||||||||||||||||||||
| General and administrative | ||||||||||||||||||||
| Salaries, benefits, contractor costs | ||||||||||||||||||||
| Marketing and commissions | ||||||||||||||||||||
| Travel | ||||||||||||||||||||
| Professional fees | ||||||||||||||||||||
| Product and technology development | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||
| Net loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Other expense: | ||||||||||||||||||||
| Interest (income)/expense | ||||||||||||||||||||
| Loss from change in fair-value of convertible Shareholder loans | ||||||||||||||||||||
| Foreign currency loss (gain) | ( | ) | ( | ) | ||||||||||||||||
| Net loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| - | ||||||||||||||||||||
| Income tax benefit (expense) | ||||||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||
| F-50 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024, AND 2023
Note 10 - Reportable segments (continued)
The
majority of the Company’s revenue for the years ended December
31, 2024, and 2023 relates to sales activity on its ecommerce platform. In 2024 and 2023, the Company
did not have sales to a single customer exceeding
The Company has a significant portion of its operations and net assets outside its home country of the United Kingdom. See the table below for the geographic concentration of the Company’s assets for the years ended December 31, 2024, and 2023.
| 2024 | 2023 | |||||||
| United Kingdom | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivables and other receivables, net | ||||||||
| Income taxes receivable | ||||||||
| Other current assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Total United Kingdom | ||||||||
| Nigeria | ||||||||
| Cash and cash equivalents | ||||||||
| Accounts receivables and other receivables, net | ||||||||
| Other current assets | ||||||||
| Total Nigeria | ||||||||
| Argentina | ||||||||
| Cash and cash equivalents | ||||||||
| Accounts receivables and other receivables, net | ||||||||
| Other current assets | ||||||||
| Total Argentina | ||||||||
| Other | ||||||||
| Cash and cash equivalents | ||||||||
| Accounts receivables and other receivables, net | ||||||||
| Income taxes receivable | ||||||||
| Other current assets | ||||||||
| Total Other | ||||||||
| Total Assets | $ | $ | ||||||
| F-51 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024, AND 2023
Note 11 - Common stock
Issued, outstanding and authorized shares
At
December 31, 2023 the Company had an outstanding share capital of with a par value £ ($ at December 31, 2024,
and 2023) per share (“Common Stock”). On October 11, 2024, all existing security holders of RedCloud Technologies Limited,
a private limited company incorporated in England and Wales, exchanged the securities they held in RedCloud Technologies Limited for
an equivalent class and number of securities in RedCloud Holdings plc, a public limited company organized under the laws of England
and Wales (the “Formation Transaction”). As a result of the Formation Transaction, ordinary shares, par value
of £ per share, redeemable preference share, par value of £ ($) per share, options to purchase
ordinary shares and £
The United Kingdom Companies Act 2006 abolished the requirement for a company incorporated under the laws of England and Wales to have an authorized share capital. In accordance with the articles of association of RedCloud and the United Kingdom Companies Act 2006, shareholders resolve to grant the directors of the company the authority to allot a specified number of shares as and when required for a specific equity issuance by way of shareholder resolution. This authority can then be increased or replaced from time to time by any subsequent shareholder resolution. There is no prescribed maximum authorized share capital in the articles of association of RedCloud.
Voting rights
Each outstanding share of common stock is entitled to one vote on all matters submitted to a vote of holders of common stock. Decisions of the shareholders are determined by a simple majority of the votes cast unless such higher approval threshold is required under Companies Act 2006.
The Company adopted the 2021 Enterprise Management Incentive Plan (the “2021 Plan”) to retain and motivate independent directors, executives, the employees and consultants. The 2021 Plan was approved by the Company’s Board of Directors (“Board”) on December 20, 2021, and reserves an aggregate of of the Company’s common shares for issuance in connection with Awards (as defined in the 2022 Plan) granted under the 2021 Plan. Under the 2021 Plan, the Board may grant several types of stock options with varying vesting and performance conditions, and exercise prices. Common shares are newly issued from available authorized shares upon exercise of awards.
The stock options in the 2021 Plan included performance and future service conditions. The future service conditions vary from zero to three years. When the Company updated the Plan rules in 2024 and granted options under the new 2024 Plan, the Company dropped the future service conditions and the differential between legacy, basic and bonus options. The options are not exercisable unless one or more of the following conditions are met: (1) the Company has a public listing of its common shares, (2) for 30 days following a change in control of the Company, (3) if the Board serves notice to the option holder that a change in control, asset sale, or voluntary wind-up is occurring, (4) an arrangement by the court between the Company and its members under Part 26 of the Companies Act of 2006 in the United Kingdom, (5) 30 days following an asset sale, (6) on the day immediately prior to the tenth anniversary of the option grant. For accounting purposes, the only exercise condition considered probable at December 31, 2024, is condition (6), and as such, the Company used an expected term in the stock option valuation models of ten years.
| F-52 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024, AND 2023
Note 12 - Share-based payments (continued)
The 2021 Plan was amended by the Board of Directors on or about 1 July 2024 to take into account recent legislative changes and some minor updating alterations. Also, on 1 July 2024, the Board of Directors approved a new Enterprise Management Incentive Plan (the 2024 Plan). The rules of the 2021 Plan and the 2024 Plan are identical. In relation to the 2024 Plan, the Board of Directors and the Company’s shareholders approved the grant and exercise of options over ordinary shares of £ each in the capital of the Company.
A number of the 2021 Plan participants proved ineligible to participate in the 2021 Plan and those participants agreed to release their respective options and were regranted options in the 2024 Plan. The transfer affected legacy options.
As part of the update to the 2021 Plan and the creation of the New 2024 Plan, the Company did away with the vesting schedule to the 2021 Plan
Under the 2024 Plan the Company awarded options; options were issued from the surplus options remaining unallocated under the 2021 Plan, with being awarded from the new option pool created under the 2024 Plan.
In October 2024 the Company completed the Reorganization and as a consequence the options granted in RedCloud Technologies Ltd transferred up to RedCloud Holdings plc,
Following the Reorganization, the Company granted options in RedCloud Holdings plc (“the 2024 Plc Plan”) The exercise price of each option was the IPO strike price, which turned out to be $.
As at December 31, 2024, the options granted under each Plan were as follows:
| The 2021 Plan | ||||
| The 2024 Plan | ||||
| The 2024 Plc Plan |
On February 25, 2025 the Company undertook a capital consolidation with every two options granted under each Plan being consolidated into one option, the value of which and the amount payable at vesting doubled. The Company had the ability in the Plan rules to vary the options as appropriate following a variation in share capital. The general rule for options (and market practice) is that the total exercise price payable by the option holders should remain the same following the variation of the share capital. This means that where there is a one for two consolidation (doubling the value of each share) the number of shares under option would be halved and the exercise price would be doubled.
Following capital consolidation, as at the effective date of the Company’s IPO (March 20, 2025) the number of shares under option was as follows:
| The 2021 Plan | ||||
| The 2024 Plan | ||||
| The 2024 Plc Plan |
On the effective date of the IPO, March 20, 2025, all options vested.
During the years ended December 31, 2024, and 2023, there were no unexercised stock options that expired. There also were no recognized income tax benefits associated with stock options, and no amounts capitalized as part of the cost of an asset. As of December 31, 2024, the total remaining stock option cost for nonvested awards is expected to be $.
| F-53 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024, AND 2023
Note 12 - Share-based payments (continued)
The total stock-based compensation expense recorded for the years ended December 31, 2024, and 2023 was $ and $, which related to stock options granted in December 2021. This expense is included in the “General and administrative” caption on the consolidated statement of operations.
| Activity | Number of Options | Grant Date Fair Value | ||||||
| Outstanding options at Dec 31, 2022 | $ | |||||||
| Forfeited | ( | ) | ( | ) | ||||
| Outstanding options at Dec 31, 2022 | ||||||||
| Granted | ||||||||
| Forfeited | ( | ) | ( | ) | ||||
| Regranted | ||||||||
| Cancelled | ( | ) | ( | ) | ||||
| Outstanding at Dec 31 | $ | |||||||
Note 13 - Income taxes
Income Tax Benefit (Expense) and Effective Income Tax Rate
The
entire income tax benefit of $
| F-54 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024, AND 2023
Note 13 - Income taxes (continued)
Income tax benefit consists of the following:
| December 31, 2024 | December 31, 2023 | |||||||
| Current foreign | ||||||||
| United Kingdom (“UK”) | $ | $ | ||||||
| Deferred foreign | ||||||||
| Loss carryforwards | ||||||||
| Change in UK statutory tax rate | ||||||||
| Income tax provision to return adjustments | ||||||||
| Other | ( | ) | ||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Deferred foreign - other comprehensive Income (loss) | ||||||||
| Foreign currency translation adjustments | ( | ) | ( | ) | ||||
| Valuation allowance | ||||||||
| - | - | |||||||
| Total income tax benefit | $ | $ | ||||||
Loss before income taxes related to our operations consists of:
| December 31, 2024 | December 31, 2023 | |||||||
| Foreign | ||||||||
| Corporate - UK | $ | ( | ) | $ | ( | ) | ||
| Nigeria | ( | ) | ( | ) | ||||
| Portugal | ( | ) | ( | ) | ||||
| Argentina | ( | ) | ||||||
| South Africa | ( | ) | ( | ) | ||||
| Other foreign entities | ( | ) | ( | ) | ||||
| Total loss before income taxes | $ | ( | ) | $ | ( | ) | ||
The following schedule summarizes the principal differences between income tax benefit at the UK statutory income tax rate and the effective income tax rate reflected in the consolidated financial statements:
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| UK Federal income tax rate | % | % | ||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Change in UK statutory income tax rate | ||||||||
| Change in Fair Value | ( | ) | ||||||
| Loss on Debt Extinguishment | ( | ) | ||||||
| Nondeductible expense | ( | ) | ( | ) | ||||
| R&D expenditures | ||||||||
| Foreign income tax rate differential | ( | ) | ( | ) | ||||
| Other true ups | ||||||||
| % | % | |||||||
| F-55 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024, AND 2023
Note 13 - Income taxes (continued)
The
reconciliation of the consolidated effective income tax rate is based on the UK statutory income tax rates of
Deferred Income Taxes - Overall
The income tax affects of temporary differences that give rise to significant portions of deferred income tax assets and liabilities consist of the following:
| (in thousands) | December 31, 2024 | December 31, 2023 | ||||||
| Deferred income tax assets: | ||||||||
| Loss carryforwards | ||||||||
| UK | $ | $ | ||||||
| Argentina | ||||||||
| Nigeria | ||||||||
| Portugal | ||||||||
| Other foreign entities | ||||||||
| Total loss carryforwards | ||||||||
| Compensation (2) | ||||||||
| Interest expense carryover (2) | ||||||||
| Accruals & Reserves (3) | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Total deferred income tax assets | ||||||||
| Deferred income tax liabilities | ||||||||
| Intangible assets - R&D (2) | ( | ) | ( | ) | ||||
| Property, plant, and equipment (2) | ( | ) | ( | ) | ||||
| Other (1) | ( | ) | ||||||
| Total deferred income tax liabilities | ( | ) | ( | ) | ||||
| Net deferred income tax assets (liabilities) | $ | $ | ||||||
| (1) |
| (2) |
| (3) |
At
December 31, 2024, the Company’s gross loss carryforwards totaled $
| F-56 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024, AND 2023
Note 13 - Income taxes (continued)
Deferred Income Taxes – Valuation Allowance
Management evaluates the realizability of its net deferred income tax assets to determine if a valuation allowance is required. Management assesses whether a valuation allowance should be established based on the consideration of all available evidence using a “more-likely-than-not” standard, with significant weight being given to evidence that can be objectively verified. Since the company operates in multiple jurisdictions, we assess the need for a valuation allowance on a jurisdiction-by-jurisdiction basis, considering the effects of local tax law.
At December 31, 2024, and 2023, Management evaluated the realizability of its net deferred income tax assets to determine if a full valuation allowance was required. Based on Management’s assessment, Management determined that the UK Parent and each of its foreign subsidiaries, have a recent history of significant cumulative pre-tax losses, that were experienced from the UK Parent and each foreign subsidiaries’ commencement of operations through December 31, 2024. As a result of the significant weight of this negative evidence, we believe it is more likely than not that the Company’s net deferred income tax assets will not be fully realizable, and therefore Management provided for a full valuation allowance against all its net deferred income tax assets.
A summary of the change in the valuation allowances against the Company’s net deferred income tax assets for calendar years 2024 and 2023, follows:
| 2024 | 2023 | |||||||
| Beginning balance, January 1 | $ | $ | ||||||
| Change in valuation allowance associated with foreign currency translation adjustments during the current year | ( | ) | ( | ) | ||||
| Change in valuation allowance associated with current year earnings | ||||||||
| Change in estimate during current year | ||||||||
| Ending balance, December 21 | $ | $ | ||||||
Deferred Income Taxes – Undistributed Earnings
At
December 31, 2024, and 2023, the Company asserted that earnings and profits from its foreign subsidiaries will be indefinitely
reinvested and not repatriated to the UK Parent due to liquidity constraints for each of its foreign subsidiaries. As of December
31, 2024, and 2023, cash, cash equivalents and restricted cash related to the Company’s foreign subsidiaries outside the
United Kingdom totaled $
Uncertain Tax Positions
At December 31, 2024, and 2023, the Company did not record any unrecognized income tax positions related to uncertain tax positions. The Company’s policy is to record interest and penalties from unrecognized tax benefits as interest expense and other expense, respectively.
The
Company’s UK Parent and foreign subsidiaries’ income tax returns that have been filed by the Company, are subject to statute
of limitation periods ranging from
| F-57 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024, AND 2023
Note 13 - Income taxes (continued)
Accordingly, (i) UK income tax returns filed by the Company remain subject to examination for income tax year 2021 and subsequent; (ii) Nigerian income tax returns filed by the Company remain subject to examination for income tax year 2023 and subsequent; Portuguese income tax returns filed by the Company remain subject to examination for tax year 2024 and subsequent, (iv) Argentinian income tax returns filed by the Company remain subject to examination for tax year 2020 and subsequent; and (v) all other foreign entity returns filed by the Company remain subject to examination for tax years ranging from 2022-2024 and subsequent. However, to the extent allowed by law, the taxing authorities may have the right to examine tax years where NOLs were generated and carried forward, and to make adjustments to the NOL carryforward amounts. The Company is not currently under examination by any jurisdiction.
Basic net loss per share is computed by dividing net loss for the period by the weighted average number of common stock outstanding during the year. Diluted net loss per share is computed by dividing net loss for the year by the weighted average number of shares of common stock and potentially dilutive instruments outstanding during the year. The dilutive effect of outstanding options and equity incentive awards is reflected in diluted net loss per share by application of the treasury stock method. The calculation of diluted net loss per share excludes all anti-dilutive instruments.
| 2024 | 2023 | |||||||
| Numerator: | ||||||||
| Net loss - basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| Weighted average shares outstanding - basic and diluted | ||||||||
| Net loss per share - basic and diluted | $ | ) | $ | ) | ||||
See Note 17 - Subsequent events that discusses the Company’s issuance of a convertible loan debt agreement in March 2024 that the holder has the option of converting the loan into common shares of the Company, as well as discussion of common shares issued pro rata from additional paid-in capital to existing shareholders in March 2024.
Note 15 - Commitments and contingencies and other legal matters
The Company is subject to certain contingent liabilities with respect to existing or potential claims, lawsuits and other proceedings. The Company accrues liabilities when it considers probable that future costs will be incurred and such costs can be reasonably estimated. Expected legal costs related to claims are accrued when the legal service is provided. Proceeding-related liabilities are based on developments to date and historical information related to actions claimed against the Company.
| F-58 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024, AND 2023
Note 15 - Commitments and contingencies and other legal matters (continued)
In the year ended December 31, 2024, the Company had the following ongoing matters in the UK:
| 1. | The
Company had previously recorded GBP |
| 2. | In
the year ended December 31, 2024, the Company recorded GBP |
| 3. | In
the year ended December 31, 2024, the Company recorded GBP |
In the year ended December 31, 2024, the Company had the following ongoing matters in South Africa:
| 4. | In
the year ended December 31, 2024, the Company recorded South African Rand (“ZAR”)
ZAR |
| 5. | In
the year ended December 31, 2024, the Company recorded South African Rand (“ZAR”)
ZAR |
Note 16 - Related Party Transactions
Management Consultancy Agreements
In
April 2019, the Company entered into a consultancy agreement with Chief Executive Officer, Justin Floyd, where the Company pays
$
In
April 2019, the Company entered into a consultancy agreement with Director, Soumaya Hamzaoui, where the Company pays
| F-59 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024, AND 2023
Note 16 - Related Party Transactions (continued)
Shareholder Loan and Convertible Shareholder Loan Agreements
The Company’s shareholder loans, and convertible shareholder loans discussed at Note 9 are between the Company and certain common stock shareholders of the Company that are related parties.
Note 17 - Subsequent Events
Management has performed an evaluation of subsequent events after the balance sheet date of December 31, 2024, through May 15, 2025, the date that the consolidated financial statements were available to be issued.
Loan Capitalization
To
meet Nasdaq’s minimum shareholder equity threshold, RedCloud had to increase the amount of shareholder equity on its balance sheet
by approximately $
The
loans capitalized were the unsecured term loans dated October 2024 (£
Unsecured Term Loan Conversion
The unsecured term loan lenders (See Note 9) agreed to their respective unsecured term loans being converted at the IPO price. The loans converted were those set out in:
| (i) | the Consolidated Loan Agreement dated 30 September 2024 in the amount of £ ($ million); and |
| (ii) | the Loan Agreement dated 27 January 2025 in the amount of £ ($ million). |
The
loans were converted at $
The IPO strike price was subsequently lowered to $, meaning that the loan converted share issuance did not reflect the commercial agreement between the parties. To rectify this the Company issued the following additional shares:
| ● | ordinary shares of £ each in the capital of the Company at nominal value, being an aggregate subscription price of £ ($); | |
| ● | ordinary shares of £ each in the capital of the Company at nominal value, being an aggregate subscription price of £ ($); and | |
| ● | ordinary shares of £ each in the capital of the Company at nominal value, being an aggregate subscription price of £ ($). |
This further issuance of shares took place just prior to completion of the IPO.
| F-60 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024, AND 2023
Note 17 - Subsequent Events (continued)
Convertible Loan Note Conversion
Pursuant
to paragraph 3.2 of schedule 1 of a convertible loan note instrument dated October 2024 (the Loan Note Instrument) the outstanding principal
amount of the £
Non-Executive Directors
On the IPO, RedCloud entered into non-executive director appointment letters with two existing directors, Hans Kunz and Nikolaus Senn and appointed 3 new independent non-executive directors, David Chung-Hua Bolocan, Prem Parameswaran and Maria Magdalena Gonzales.
Initial Public Offering
The
Company announced the successful closing of its initial public offering (IPO) on March 21, 2025, selling ordinary shares at
$ per share, resulting in gross proceeds of approximately $
Related party notes payable
The Company entered into an unsecured term loan with a shareholder in the amount of £ ($ million) payable in two tranches: the first, in the amount of £ ($ million) payable in December 2024; the second, in the amount of £ ($ million) payable in January 2025. Interest accrued on the loan at a rate of per annum. The loan is repayable as follows:
(i) an amount of up to £ ($ million) to be repayable on completion of the proposed IPO (the “Initial Repayment Amount”); and
(ii) the amount outstanding following the payment of the Initial Repayment Amount to be repaid in full or, if relevant, in part on the earlier of:
| a. | 1 September 2029; or |
| b. | within 15 Business Days’ written notice from any Lender to the Company: |
| ● | on the second anniversary of completion of the IPO; |
| ● | or on each six-month period after the second anniversary of completion of the IPO; |
| ● | or if completion of the IPO does not occur within 18 months of the date of the New Facility Agreement, the last day of each calendar month after such date which is 18 months of the New Facility Agreement; |
The Company entered into an unsecured term loan with a shareholder in the amount of £ ($ million) in January 2025.
Interest accrued on the loan at a rate of per annum. The loan was repayable on the same terms and basis as the December 2024 loan.
Directors & Officers Insurance
On
24 March 2025 the Company put in place Directors and Officers (D&O) insurance coverage through its insurance brokers, Gallagher,
with a total cost of $
Note 17 - Subsequent Events (continued)
Board Committees
As of March 24, 2025, upon the completion of the Company’s initial public offering (IPO), the Board of Directors formally established the following standing committees in accordance with applicable corporate governance requirements: the Audit Committee, the Remuneration Committee and the Nominations and Corporate Governance Committee. Each committee operates under a charter approved by the Board and is composed of independent directors. consistent with the listing standards and regulatory guidelines.
| F-61 |
RedCloud Holdings plc
Up to 5,200,000 Ordinary Shares
PROSPECTUS
March 16, 2026
PART II — INFORMATION NOT REQUIRED IN PROSPECTUS
Item 6. Indemnification of Directors and Officers
The Company’s articles of association provide that, subject to the Companies Act, every person who is at any time a director or other officer of the Company may be indemnified out of the assets of the Company against all liabilities incurred by them in performing their duties or the exercise of their powers or otherwise in relation to such company. Generally, under the Companies Act, a company may not indemnify its directors against personal liability covering: liability to the company in cases where the company sues the director (i.e., only liability to third parties can be the subject of an indemnity); liability for fines for criminal conduct or fines imposed by a regulator; or other liabilities, such as legal costs, in criminal cases where the director is convicted, or in civil cases brought by the company where the final judgment goes against the director.
The Company’s articles of association also provide that, subject to the provisions of the Companies Act, the board of directors shall have power to purchase and maintain insurance at the expense of the Company for or for the benefit of any persons who are or were at any time directors, officers or employees of the Company, against any liability incurred by such persons in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to the Company arising out of any act or omission in the actual or purported execution or discharge of their duties or in the exercise or purported exercise of their powers or otherwise in relation to their duties, powers or offices in relation to the Company.
The Company will enter into a deed of indemnity with each of its directors and officers. Except as prohibited by applicable law, these deeds of indemnity may require the Company, among other things, to indemnify its directors and officers for certain liabilities, costs, charges, expenses, judgments, settlements, compensation and other awards, damages and losses (including any direct, indirect or consequential losses and all interest, penalties, fines, taxes and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) incurred by such directors and officers in any acts or omissions while in the course of acting or purporting to act as a director or officer of the Company or any subsidiary undertaking of the Company which otherwise arises by virtue of the director or holding or having held such a position.
Item 7. Recent Sales of Unregistered Securities
During the last three years, RedCloud Holdings plc has not issued unregistered securities to any person, except as described below.
On April 15, 2024, RedCloud Holdings plc issued one ordinary share of £0.001 each and one redeemable preference share of £49,999.999 each to HRK Participations SA.
On July 3, 2025, RedCloud Holdings plc entered into a securities purchase agreement with certain institutional and accredited investors, including the Company’s largest current shareholder, and a member of the Board, to purchase 9,000,000 of its ordinary shares and accompanying warrants to purchase 18,000,000 ordinary shares at a combined purchase price of $1.50 per ordinary share and accompanying warrants in a private placement. The Company received aggregate gross proceeds of $13.5 million before deducting placement agent fees and other private placement expenses. The private placement closed on July 8, 2024.
The Company’s largest current shareholder and member of the board of directors that participated in the private placement have deferred receipt of accompanying warrants to purchase an aggregate of 5,294,141 ordinary shares until the Company has received shareholder approval for the issuance of the underlying ordinary shares issuable upon exercise of the deferred warrants, resulting in the immediate issuance of warrants to purchase 12,705,859 Ordinary Shares at the closing of the private placement.
None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. We believe each of these transactions was exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act (and Regulation D promulgated thereunder) as transactions by an issuer not involving any public offering. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed on the share certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.
| II-1 |
Item 8. Exhibits and Financial Statement Schedules.
The following is a list of exhibits filed as a part of this registration statement:
| Exhibit Number | Description of Document | |
| 3.1 | Articles of Association of RedCloud Holdings plc, adopted on December 9, 2024 (incorporated by reference to the Company’s Registration Statement on Form F-1/A filed with the SEC on February 27, 2025) | |
| 4.1 | Form of Senior Convertible Note, dated February 27, 2026 (incorporated by reference to Exhibit 4.1 to the Company’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on February 27, 2026) | |
| 4.2 | Form of Representative’s Warrant (incorporated by reference to the Company’s Registration Statement on Form F-1/A filed with the SEC on February 27, 2025) | |
| 4.3 | Form of Warrant, dated July 8, 2025 (incorporated by reference to the Company’s Registration Statement on Form 6-K filed with the SEC on July 9, 2025) | |
| 5.1 | Opinion of Taylor Wessing LLP* | |
| 10.1 | Form of Ordinary Shares Purchase Agreement, dated February 26, 2026 (incorporated by reference to Exhibit 10.1 to the Company’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on February 27, 2026) | |
| 10.2 | Form of Note Securities Purchase Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on February 27, 2026) | |
| 10.3 | Form of Equity Line of Credit Registration Rights Agreement, dated February 26, 2026 (incorporated by reference to Exhibit 10.3 to the Company’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on February 27, 2026) | |
| 10.4 | Form of Note Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on February 27, 2026) | |
| 10.5 | Form of Securities Purchase Agreement, dated July 3, 2025(incorporated by reference to the Company’s Registration Statement on Form 6-K filed with the SEC on July 9, 2025) | |
| 10.6 | Form of Service Agreement with Mr. Justin Floyd (incorporated by reference to the Company’s Registration Statement on Form F-1/A filed with the SEC on February 27, 2025) | |
| 10.7 | Form of Service Agreement with Ms. Soumaya Hamzaoui (incorporated by reference to the Company’s Registration Statement on Form F-1/A filed with the SEC on February 27, 2025) | |
| 10.8 | Form of Option Exchange Agreement (incorporated by reference to the Company’s Registration Statement on Form F-1/A filed with the SEC on February 27, 2025) | |
| 10.9 | 2024 Equity Incentive Plan (incorporated by reference to the Company’s Registration Statement on Form F-1/A filed with the SEC on February 27, 2025) | |
| 10.10 | Form of RTL Enterprise Management Incentive Plan (incorporated by reference to the Company’s Registration Statement on Form F-1/A filed with the SEC on February 27, 2025) | |
| 10.11 | Form of RTL Share Option Plan for Contractors (incorporated by reference to the Company’s Registration Statement on Form F-1/A filed with the SEC on February 27, 2025) | |
| 10.12 | Form of Non-Executive Director Offer Letter (incorporated by reference to the Company’s Registration Statement on Form F-1/A filed with the SEC on February 27, 2025) | |
| 10.13 | Form of Director Offer Letter with Prem Parameswaran (incorporated by reference to the Company’s Registration Statement on Form F-1/A filed with the SEC on February 27, 2025) | |
| 21.1 | Subsidiaries of RedCloud Holdings plc (incorporated by reference to the Company’s Registration Statement on Form F-1/A filed with the SEC on February 27, 2025) | |
| 23.1 | Consent of Turner, Stone & Company, L.L.P., Independent Registered Public Accounting Firm* | |
| 23.2 | Consent of Taylor Wessing LLP (contained in Exhibit 5.1)* | |
| 24.1 | Powers of Attorney* | |
| 107 | Filing Fee Table* |
* Filed herewith.
| II-2 |
Item 9. Undertakings
| (a) | The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; | |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement; | |
| (iii) | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. | |
| (4) | To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. | |
| (5) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| (b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. |
| II-3 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on March 16, 2026.
| RedCloud Holdings plc | ||
| By: | /s/ Justin Floyd | |
| Name: | Justin Floyd | |
| Title: | Chief Executive Officer and Director | |
KNOW ALL BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Justin Floyd as his true and lawful attorney-in-fact and agent, with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Person | Capacity | Date | ||
| /s/ Justin Floyd | Chief Executive Officer and Director | March 16, 2026 | ||
| Justin Floyd | (Principal Executive Officer) | |||
| /s/ Raju Datla | Chief Financial Officer | March 16, 2026 | ||
| Raju Datla | (Principal Financial and Accounting Officer) | |||
| /s/ Soumaya Hamzaoui | Chief Product and Commerical Officer and Director | March 16, 2026 | ||
| Soumaya Hamzaoui | ||||
| /s/ Hans Rudolf Kunz | Chairperson of the Board of Directors | March 16, 2026 | ||
| Hans Rudolf Kunz | ||||
| /s/ Dr. Nikolaus Senn | Director | March 16, 2026 | ||
| Dr. Nikolaus Senn | ||||
| /s/ Prem Parameswaran | Director | March 16, 2026 | ||
| Prem Parameswaran | ||||
| /s/ David Chung-Hua Bolocan | Director | March 16, 2026 | ||
| David Chung-Hua Bolocan |
| II-4 |
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of RedCloud Holdings plc has signed this registration statement on March 16, 2026.
| Puglisi & Associates | ||
| By: | /s/ Donald J. Puglisi | |
| Name: | Donald J. Puglisi | |
| Title: | Managing Director | |
| II-5 |
