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RedCloud Holdings plc filed a shelf registration on Form F-3 to offer up to $100,000,000 of securities, including ordinary shares, purchase contracts, warrants, subscription rights, debt securities and units, to be sold from time to time after effectiveness. The prospectus states the company had 59,362,026 ordinary shares outstanding as of June 15, 2026 and reports 2025 revenue of $48.5 million and transaction value (TTV) of $3.2 billion for the year ended December 31, 2025. The filing discloses recent developments including an employment agreement for a new CFO with compensation terms and the issuance of deferred warrants to a major shareholder totaling up to 5,294,141 ordinary shares.
RedCloud Holdings plc files an amendment to its Form F-1 registering up to 50,000,000 ordinary shares for resale by selling shareholders, combining 2,729,326 unsold shares from a prior registration with 47,270,674 newly registered shares to enable an aggregate of 50,000,000 ordinary shares to be offered.
The prospectus states the company will receive no proceeds from resales by the Selling Shareholders but may receive up to $30,000,000 in gross proceeds from sales to Tumim Stone Capital LLC and Amiens Technology Investments LLC under ELOC Purchase Agreements. Ordinary shares outstanding were 59,362,026 prior to the offering; pro forma outstanding shares after the issuance are stated as 109,362,026.
RedCloud Holdings plc has amended the terms of its senior convertible notes held by institutional investors. The aggregate principal amount of the notes was increased from $4,347,826.08 to $4,987,489, and the conversion price was reduced to $0.57 per ordinary share under an amendment and waiver agreement dated June 15, 2026. These notes remain convertible into RedCloud’s ordinary shares in accordance with their updated terms.
RedCloud Holdings plc files a Form F-1 preliminary prospectus to register up to 19,335,283 ordinary shares for resale by selling stockholders. The shares include 5,000,000 issued in the July 2025 private placement and warrant shares issuable upon exercise of PIPE and Deferred Warrants. The company will not receive proceeds from the resale but may receive proceeds if Warrants are exercised. Prior to this offering there were 59,362,026 ordinary shares outstanding; assuming full exercise of the Warrants, outstanding shares would be 78,697,309. The prospectus discloses 2025 revenue of approximately $48.5 million, $3.2 billion in TTV for 2025 and cumulative trades of $6.9 billion through December 31, 2025, and notes net losses and cash constraints, including $479,000 cash as of December 31, 2025. The registration permits resale on Nasdaq and other permitted markets; cash‑flow treatment for resale proceeds is that the company will not receive proceeds from selling stockholders.
RedCloud Holdings plc filed a Form F-1 preliminary prospectus to register up to 50,000,000 ordinary shares for resale and to register shares issuable under two equity line purchase agreements. The registration combines 2,729,326 unsold shares from a prior filing with 47,270,674 newly registered shares to permit resale of an aggregate of 50,000,000 ordinary shares. The prospectus states the company will not receive proceeds from shares sold by the Selling Shareholders, but may receive gross proceeds of up to $30,000,000 from sales to Tumim Stone Capital LLC and Amiens Technology Investments LLC under the ELOC Purchase Agreements subject to conditions and ownership limits (initially 4.99%, potentially increased to 9.99%). The filing discloses 2025 revenue of $48.5M, total transaction value (TTV) of $3.2B for 2025, and cash and cash equivalents of $479,000 as of December 31, 2025. Auditor reports for 2024 and 2025 include an explanatory paragraph expressing substantial doubt about the company’s ability to continue as a going concern.
RedCloud Holdings plc registers up to 10,000,000 ordinary shares for resale by noteholders pursuant to a Form F-1 amendment. The registration covers up to 5,000,000 shares issuable upon conversion of the 3i convertible note and up to 5,000,000 shares issuable upon conversion of the Alto convertible note.
The company states it will not receive any proceeds from resales by the Selling Shareholders. Shares outstanding prior to the offering were 59,362,026 ordinary shares as of May 28, 2026. The prospectus discloses a last reported Nasdaq sale price of $0.68 per share on May 29, 2026.
RedCloud Holdings plc files its annual report detailing a fast-growing but loss-making AI-powered FMCG trading platform focused on emerging markets. Revenue rose slightly to $48,539,353 in 2025 from $46,499,285 in 2024, but the company posted a net loss of $46,236,849 and had an accumulated deficit of $194,547,170 as of December 31, 2025.
Marketing expenses were very high at $49,124,526, roughly matching 2025 revenue, and operating cash outflows were about $35M. Cash and cash equivalents were only about $479,000 at year-end, and management discloses substantial doubt about the company’s ability to continue as a going concern and expects to raise additional capital within the next month.
The report highlights reliance on a single cloud provider (AWS), third-party app stores and payment processors, significant regulatory uncertainty around AI, operational risks in Nigeria, South Africa, Brazil and Argentina, and strong competition from large enterprise software vendors. RedCloud also reports a Nasdaq notice for failing to meet the $1.00 minimum bid price, with 59,362,026 ordinary shares outstanding as of May 15, 2026.
RedCloud Holdings plc has entered a new platform license and infrastructure usage agreement with Kayanat Arabia Holding Company to support their existing joint venture in Saudi Arabia. Under this agreement, RedCloud will provide its RedAI platform, including the RAID engine, hosting, integrations, operations, cybersecurity, maintenance and related services.
The arrangement sets a committed annual value of $6,000,000 for five years from the March 25, 2026 effective date, for a total commitment infrastructure value of $30,000,000. This annual value includes a $2,200,000 enablement commitment for localization and deployment and a $3,800,000 platform services fee tied to revenues generated in Saudi Arabia. Revenues above this commitment and related obligations will be shared between RedCloud and Kayanat under their shareholders agreement, and the license can be renewed for an additional five years by mutual consent.