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RedCloud Holdings plc announced a new three-year agreement with Argentinian partners Golomax and Picking Up to deploy its RedAI and RAID intelligent trading infrastructure across their existing FMCG distribution and retail ecosystem. The parties forecast approximately $1.2Bn in traded goods over the term, transacted through RedAI, with RedCloud’s forecast revenue share of about $20m, including $13m in digitization revenue, $4m from RedAI RAID and $3m in trade-growth fees. The deal uses a revenue-share model, renews automatically each year after the initial three-year term, and is positioned as a repeatable route-to-market with established networks. RAID and RedAI Specialist Agents are to be trained on RedCloud’s proprietary FMCG dataset representing $6.9Bn of traded value, and follow earlier 2026 deployments in Türkiye and a five-year licence of up to $30m in Saudi Arabia.
RedCloud Holdings plc reported signing two non-binding Memoranda of Understanding to deploy its RedAI infrastructure, including the forthcoming RAID prediction engine and CORE trade‑execution engine, across the apparel, footwear and lifestyle distribution operations of Dheer Marketing India and Klakshya Marketing in India. The programs collectively target 11 brands, more than 25,000 active SKUs and over 1,250 retail, wholesale, distributor and institutional buyer points.
RedCloud has already ingested over 300,000 historical orders from 526 institutional buyers across 192 locations into its Data Foundation, which represents $6.9 billion in FMCG trading data since 2023. The MOUs include initial deployment targets and a 90‑day program focused on inventory, availability, forecasting and working‑capital efficiency, with definitive commercial agreements targeted between September and Q4 2026. The company states the MOUs are non‑binding, RAID and CORE have not yet been commercially launched, and the targets do not represent customer commitments or revenue; the counterparties are related parties.
RedCloud Holdings plc filed a prospectus supplement updating its existing prospectus for the resale, from time to time, of up to 50,000,000 ordinary shares by selling shareholders. These shares consist of up to 25,000,000 ordinary shares issuable under an ordinary share purchase agreement with Tumim Stone Capital LLC and up to 25,000,000 ordinary shares issuable under a similar agreement with Amiens Technology Investments LLC, each dated February 26, 2026. The supplement incorporates information from a contemporaneous Form 6-K filing and must be read together with the base prospectus.
The Form 6-K reports that Nasdaq notified RedCloud on August 10, 2026 that it is not in compliance with the $35,000,000 minimum market value of listed securities requirement after trading below this threshold for 30 consecutive business days. RedCloud has 180 days, until February 8, 2027, to regain compliance by maintaining a market value at or above $35,000,000 for at least 10 consecutive business days. The company states there is no immediate impact on trading of its ordinary shares, which continue to trade on the Nasdaq Capital Market under the symbol RCT at a last reported price of $0.20 per share as of August 7, 2026.
RedCloud Holdings plc filed a prospectus supplement updating its resale registration for up to 19,335,283 ordinary shares previously issued or issuable under a July 3, 2025 securities purchase agreement. This includes 5,000,000 issued shares, up to 9,041,142 shares issuable upon exercise of warrants issued July 8, 2025, and up to 5,294,141 shares issuable upon exercise of warrants issued May 16, 2026, all to be sold from time to time by selling shareholders. The company’s ordinary shares trade on the Nasdaq Capital Market under the symbol RCT; on August 7, 2026, the last reported sale price was $0.20 per share.
RedCloud also reports receiving a Nasdaq notice of non-compliance with the minimum $35,000,000 market value of listed securities requirement under Listing Rule 5550(b)(2), after remaining below that threshold for 30 consecutive business days through August 7, 2026. The company has a 180-day cure period until February 8, 2027 to regain compliance by maintaining at least $35,000,000 in market value for 10 consecutive business days. Failure to do so could lead to a delisting notice, which the company could appeal. The shares continue to trade normally on Nasdaq during this period.
RedCloud Holdings plc filed a prospectus supplement updating its Form F-1 prospectus to incorporate a new Form 6-K and to continue registering the resale, from time to time, of up to 10,000,000 ordinary shares. These consist of up to 5,000,000 shares issuable on conversion of a Senior Convertible Note held by 3i, LP and up to 5,000,000 shares issuable on conversion of a Senior Convertible Note held by Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, each dated February 27, 2026.
The company also reports receiving a Nasdaq notice that it no longer meets the $35,000,000 market value of listed securities requirement, after trading below that level for 30 consecutive business days through August 7, 2026, when the last reported share price was $0.20. RedCloud has until February 8, 2027 to regain compliance by maintaining at least $35,000,000 MVLS for 10 consecutive business days. Failure to do so could lead to delisting, though the shares currently continue to trade on the Nasdaq Capital Market under the symbol RCT.
RedCloud Holdings plc reports that Nasdaq has notified the company it is not in compliance with the Nasdaq Capital Market’s minimum market value of listed securities requirement. Nasdaq rules require a market value of at least $35,000,000 for primary securities, measured over 30 consecutive business days.
Based on trading through August 7, 2026, RedCloud fell below this level and has a 180-day cure period, until February 8, 2027, to regain compliance. To do so, the company’s market value must meet or exceed $35,000,000 for at least 10 consecutive business days during this period. If compliance is not restored, Nasdaq may move to delist the ordinary shares, though RedCloud would have the right to appeal. The shares continue to trade normally on the Nasdaq Capital Market under the symbol RCT at this time.
RedCloud Holdings plc files Amendment No. 2 to its annual report on Form 20‑F to replace Item 18 with revised audited consolidated financial statements for the years ended December 31, 2025 and 2024 in response to comments from the U.S. Securities and Exchange Commission.
For 2025, RedCloud reports revenue of $48,539,353 and a net loss of $46,236,851, with basic and diluted loss per share of $1.03. Cash and cash equivalents were $478,983 and cash used in operating activities was $36,983,400, contributing to a stockholders’ deficit of $6,962,613 and a working capital deficiency of $426,330. Auditors highlight substantial doubt about the company’s ability to continue as a going concern. Management points to significant debt‑to‑equity conversions tied to the IPO, new short‑term borrowings, and post‑year‑end financings, including an Equity Line of Credit of up to $30.0 million and additional notes and loans, as key elements of its liquidity plan.
RedCloud Holdings plc appointed David Sturgeon as Chief Financial Officer, effective August 1, 2026. He brings more than three decades of international finance leadership, including nearly ten years as CFO at Nasdaq-listed companies, and is a Fellow of the Institute of Chartered Accountants in England and Wales.
The company highlights his experience in global capital markets, SEC reporting, investor relations, treasury, financial planning and analysis, internal audit, risk management, tax, and corporate governance as well suited to RedCloud’s stage as a recently-listed, high-growth public company. Leadership emphasizes his history rebuilding investor confidence and financing demanding growth phases as RedCloud advances its RedAI intelligent trade infrastructure and prepares for the planned launch of its CORE trade-execution engine.
RedCloud Holdings plc entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC to sell ordinary shares, par value £0.002, from time to time under its effective Form F-3 shelf. The related ATM Prospectus Supplement currently permits sales of ordinary shares with an aggregate market value of $6,700,000 through or to H.C. Wainwright acting as sales agent or principal. RedCloud will set share amounts, timing, daily volume limits and minimum prices, and will pay a 3.0% commission on gross sales plus capped expense reimbursements. Neither party is obligated to complete any sale, and the program can be suspended at any time.
Separately, Chief Financial Officer Raju Datla submitted his resignation effective July 31, 2026. The company states his departure is not due to any disagreement regarding operations, policies, accounting, financial reporting or internal controls. He will support the transition, while treasury and finance operations continue under existing leadership as the company conducts a search for a new CFO.
RedCloud Holdings plc plans an at-the-market equity program to sell up to $6,700,000 of ordinary shares through H.C. Wainwright & Co. as sales agent or principal. Wainwright will receive a 3.0% fee on gross proceeds, and sales may occur on Nasdaq under the symbol RCT or via other permitted methods.
Net proceeds are intended primarily for working capital and general corporate purposes, but holders of senior convertible notes issued on February 26, 2026 may require RedCloud to use up to 50% of the net proceeds to redeem those notes. The company discloses that, without additional capital, existing cash is expected to fund operations only through the end of the current month, and that even the full $6.7 million may not finance operations for an extended period.
RedCloud operates the RedAI infrastructure for FMCG supply chains in Argentina, Brazil, Nigeria, South Africa and via joint ventures in Türkiye and Saudi Arabia. For 2025 it generated $48.5 million in revenue with $3.2 billion in total transaction value and cumulative trades of $6.9 billion since 2023. The company highlights significant potential dilution from outstanding options, warrants and convertible notes with price-reset features, and notes the July 31, 2026 resignation of its CFO, who is assisting with transition.