RedCloud removes 3.66M shares from resale registration

Repayment of the Senior Convertible Notes ended the holders’ ability to acquire and resell 3,656,116 unissued shares.

Rhea-AI Filing Summary

RedCloud Holdings plc deregistered 3,656,116 ordinary shares that remained unissued from the 10,000,000 ordinary shares registered for resale on June 2, 2026. On October 26, 2026, the company paid in full the principal and accrued interest owed under Senior Convertible Notes issued to 3i, LP and Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B. The company said those holders can no longer acquire the deregistered shares under the note terms and will not offer or resell them under the registration statement.

Key Figures

Ordinary shares deregistered: 3,656,116 shares Ordinary shares registered for resale: 10,000,000 shares 3i note conversion shares: Up to 5,000,000 ordinary shares +2 more

5 metrics

Ordinary shares deregistered 3,656,116 shares Shares that remained unissued as of the post-effective amendment

Ordinary shares registered for resale 10,000,000 shares Registered on June 2, 2026

3i note conversion shares Up to 5,000,000 ordinary shares Shares registered for resale upon conversion of the Senior Convertible Note issued to 3i, LP

Alto note conversion shares Up to 5,000,000 ordinary shares Shares registered for resale upon conversion of the Senior Convertible Note issued to Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B

Ordinary share par value £0.002 per share RedCloud Holdings plc ordinary shares

Key Terms

post-effective amendment, Senior Convertible Notes, par value

3 terms

post-effective amendment regulatory

"by means of a post-effective amendment"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

Senior Convertible Notes financial

"principal and accrued interest owed under the Senior Convertible Notes"

A senior convertible note is a loan a company issues that ranks near the top of payment priority and can be exchanged for the company’s stock under preset terms. Think of it as an IOU that promises interest payments and first dibs on repayments if assets are liquidated, but also gives the lender the option to become an owner later; investors watch these for repayment safety, interest income, and potential stock dilution.

par value financial

"ordinary shares, par value £0.002 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many RCT shares were deregistered?

RedCloud deregistered 3,656,116 ordinary shares that remained unissued from its registration statement for resale.

Why were RCT shares deregistered?

RedCloud paid in full the principal and accrued interest owed under Senior Convertible Notes issued to 3i, LP and Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B on October 26, 2026. The company said the holders could no longer acquire the shares under the notes’ terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/28/2026 - 01:02 PM EDT Accepted by SEC EDGAR 10/28/2026 - 11:33 AM EDT Learn about SEC filing dates

As filed with the Securities and Exchange Commission on October 28, 2026

No. 333-294615

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM F-1

REGISTRATION STATEMENT NO. 333-294615

UNDER THE SECURITIES ACT OF 1933

RedCloud Holdings plc

(Exact name of registrant as specified in its charter)

England and Wales		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

167-169 Great Portland Street, 5^th Floor,

London, W1W 5PF, United Kingdom

+44 (0) 207 754 3735

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, DE 19711

Tel: (302) 738-6680

(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 the public: This Post-Effective Amendment is being filed to deregister all of the unsold securities registered under the Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

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, other than securities offered only in connection with dividend or interest reinvestment plans, 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, please 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 statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

 If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

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, 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 pursuant to Section 7(a)(2)(B) of Securities Act. ☐

EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) relates to the Registration Statement on Form F-1 (File No. 333-294615) (the “Registration Statement”) of RedCloud Holdings plc (the “Company”), which was previously filed with the Securities and Exchange Commission (the “SEC”) on June 2, 2026, registering an aggregate of 10,000,000 shares of the Company’s ordinary shares, par value £0.002 per share, (the “Ordinary Shares”), for resale from time to time including up to 5,000,000 Ordinary Shares upon the conversion of a Senior Convertible Note (as defined below) issued to 3i, LP (“3i”) and up to 5,000,000 Ordinary Shares upon conversion of a Senior Convertible Noted issued to Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (“Alto”). The Registration Statement was declared effective by the SEC on June 11, 2026.

On October 26, 2026, the Company paid in full all principal and accrued interest owed under the Senior Convertible Notes dated February 27, 2026 issued to 3i and Alto (the “Senior Convertible Notes”). Due to the payoff of the Senior Convertible Notes, 3,656,116 Ordinary Shares are being deregistered because 3i and Alto can no longer acquire such shares under the terms of the Senior Convertible Notes and therefore will not offer and resell such shares pursuant to the Registration Statement. Therefore, in accordance with the undertaking in Item 9 of Part II of the Registration Statement to remove from registration by means of a post-effective amendment any of the securities that have been registered for issuance with remain unsold at the termination of the offering, the Company hereby amends the Registration Statement to deregister the 3,656,116 Ordinary Shares registered under the Registration Statement that remain unissued as of the date of this Post-Effective Amendment No. 1.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Post-Effective Amendment to the above-referenced Registration Statement be signed on its behalf by the undersigned, thereunto duly authorized, on October 28, 2026.

	REDCLOUD HOLDINGS PLC
	By:	/s/ Justin Floyd
		Justin Floyd
		Chief Executive Officer