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RedCloud Holdings plc registers for resale up to 3,600,000 ordinary shares. The prospectus covers up to 3,600,000 ordinary shares, consisting of up to 1,800,000 shares issuable upon conversion of a Senior Convertible Note to 3i, LP and up to 1,800,000 shares issuable upon conversion of a Senior Convertible Note to Alto Opportunity Master Fund.
This is a resale registration by selling shareholders; the Company states it will not receive proceeds from resale. The shares are listed on Nasdaq under the symbol RCT and the prospectus is dated March 25, 2026. The filing highlights platform metrics as of June 30, 2025 (approximately 313,735 orders, $1.2 billion TTV, 51,460 retailers, 813 sellers, and 7,612 brands) and discloses net losses and a going-concern explanatory paragraph from the auditors.
RedCloud Holdings plc director and major shareholder Kunz Hans Rudolf has filed an initial ownership report. The filing shows indirect ownership of 7,525,431 ordinary shares held through HRK Participations SA, which is wholly owned by HRK Holding (HK) Ltd., itself wholly owned by Mr. Kunz.
The filing also reports 210,000 vested share options, each exercisable into one ordinary share at an exercise price of £0.002 (or $0.0027) per share, expiring on September 17, 2034. These details outline Mr. Kunz’s existing equity stake and option-based exposure rather than new market transactions.
RedCloud Holdings plc CEO Floyd Justin Beck Hinton filed an initial ownership report showing direct holdings of 1,587,037 Ordinary Shares as of a transaction date of March 18, 2026. This Form 3 does not report new trades; it discloses existing equity and option positions.
He also holds vested share options over 572,375 Ordinary Shares with an exercise price of $0.0027 per share and options over 62,500 Ordinary Shares with an exercise price of $2.66 per share. Both option grants were awarded for services under the company’s share option plan and are exercisable until September 17, 2034.
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.
RedCloud Holdings plc reported that Maria Magdalena Gonzalez resigned as Chief Financial Officer and board member effective March 9, 2026, citing personal reasons and no disagreements with the company or its board.
The board appointed Raju Datla, previously Chief Strategy Officer, as Chief Financial Officer effective March 10, 2026. Datla brings more than twenty years of experience in corporate finance, capital markets and strategic transactions across technology and infrastructure sectors, including senior roles at technology and digital infrastructure companies and investment banking experience at Deutsche Bank.
Under his new service agreement, Datla will receive an annual salary of $425,000, an annual performance bonus opportunity of up to 100% of salary based on capital raising performance measures, equity-based awards under the company’s equity incentive plan, and medical insurance premium coverage. The company states there are no family relationships or related-party transactions involving Datla, and he will receive an indemnification agreement similar to those of other executive officers.
RedCloud Holdings plc arranged two financings and a related voting agreement. The company established equity line of credit agreements with Tumim Stone Capital and Amiens Technology Investments, giving it the right to sell up to $30,000,000 of newly issued ordinary shares over up to 24 months, subject to effective resale registrations and ownership caps of 4.99% (optionally 9.99%) for each investor.
Separately, RedCloud issued senior convertible notes with an original principal of $4,347,826.08, generating gross proceeds of $4,000,000. The notes carry an 8% original issue discount, a 7% annual interest rate, mature on March 1, 2027, and are convertible at an initial price of $1.30 per share, with enhanced conversion and redemption terms if events of default or a change of control occur.
The company agreed to file Form F‑1 registration statements to cover resales of shares issued under both the equity line and the convertible notes. A voting agreement with major shareholders commits them to support authorizing the board to allot up to 100,000,000 ordinary shares at a shareholder meeting on April 1, 2026.
RedCloud Holdings plc has submitted a report providing investors with its unaudited condensed consolidated financial statements. These statements cover RedCloud’s financial position as of June 30, 2025, and its results for the six-month periods ended June 30, 2025 and 2024. The information is furnished as part of a Form 6-K, which foreign private issuers use to share interim updates with the market between their annual reports.
The financial statements are included as Exhibit 99.1 to the report. While the detailed numbers are contained in the exhibit, this filing signals that RedCloud is updating the market on its mid‑year performance and financial condition ahead of its next full annual filing.
RedCloud Holdings plc reports a planned senior finance leadership change. Executive Vice President of Finance Neil Woodman has informed the company he does not intend to return when his contract expires on December 31, 2025. The board has appointed current director and audit committee member Maria Magdalena Gonzalez as Chief Financial Officer, effective January 5, 2026.
Under her service agreement, Ms. Gonzalez will receive a base salary of £320,000 per year, be eligible for an annual bonus of up to 60% of her salary, and may receive equity-based awards under the company’s equity incentive plan. The agreement may be terminated by either party at any time with three months’ notice. The company notes there are no family relationships or reportable related-party transactions involving Ms. Gonzalez, and she will receive an indemnification agreement similar to those of other executive officers.
RedCloud Holdings plc changed its independent auditor, dismissing Turner Stone & Company and appointing PKF Littlejohn LLP for the fiscal year ending December 31, 2025, effective October 27, 2025. The audit committee and board approved the decision.
Turner Stone’s reports for 2024 and 2023 contained no adverse opinions, disclaimers, or qualifications. The company reports no disagreements and no reportable events with Turner Stone through October 27, 2025. RedCloud did not consult PKF on accounting or audit matters prior to the appointment. Turner Stone’s concurrence letter, dated October 29, 2025, is filed as Exhibit 16.1.
Christina Byland reports a substantial ownership position in RedCloud Holdings plc, holding 28,776,298 ordinary shares representing 40.95% of the class. That total includes 4,329,391 ordinary shares issuable upon exercise of warrants that are exercisable within 60 days of August 12, 2025. The position arose from a private placement in which Ms. Byland used $6,900,000 of personal funds to acquire 4,600,000 ordinary shares and 9,200,000 warrants.
The filing notes that issuance of 4,870,609 of those warrants was deferred pending shareholder approval for the underlying shares. The Reporting Person states she has no current plans to effect changes listed in Item 4 but may review or reconsider her position at any time. Background details state Ms. Byland is retired and a citizen of Switzerland.