RedCloud director Senn buys $425K in shares

The reported holding includes 135,000 option shares exercisable within 60 days; 800,000 warrant shares are not currently exercisable due to beneficial ownership limitations.

Rhea-AI Filing Summary

RedCloud Holdings plc (RCT) director Nikolaus Senn reports beneficial ownership of 11,986,524 ordinary shares, or 13.92% of the class. On October 28, 2026, Senn purchased 1,700,000 ordinary shares in the issuer’s private placement for an aggregate subscription price of $425,000, paid by offsetting financial liabilities RedCloud owed him. The reported holding includes 135,000 shares issuable upon options exercisable within 60 days of October 28, 2026. The statement also identifies 800,000 shares issuable upon warrants that are not currently exercisable due to beneficial ownership limitations. Senn was issued 423,532 warrants on May 16, 2026, to purchase up to 423,532 ordinary shares, in connection with shareholder approval for the issuer to issue deferred warrants from the July 2025 private placement.

Filing Explained

Senn reports no current plans concerning the matters listed in Item 4 beyond his board role, while saying he may later review or change his position; this adds a current-intent disclosure, not a committed future step.

Key Figures

Beneficial ownership: 11,986,524 ordinary shares Ownership percentage: 13.92% Private placement purchase: 1,700,000 ordinary shares +5 more

8 metrics

Beneficial ownership 11,986,524 ordinary shares Reported by Nikolaus Senn

Ownership percentage 13.92% Percentage of the class reported by Nikolaus Senn

Private placement purchase 1,700,000 ordinary shares Consummated October 28, 2026

Aggregate subscription price $425,000 Paid by offsetting financial liabilities owed by the issuer to Senn

Shares issuable upon options 135,000 shares Options exercisable within 60 days of October 28, 2026; included in reported beneficial ownership

Shares issuable upon warrants 800,000 shares Not currently exercisable due to beneficial ownership limitations

Warrants issued 423,532 warrants Issued May 16, 2026, to purchase up to 423,532 ordinary shares

Ordinary shares outstanding 85,956,495 shares As of October 27, 2026

Key Terms

beneficial ownership, sole voting power, beneficial ownership limitations, aggregate subscription price, +1 more

5 terms

beneficial ownership regulatory

"aggregate amount beneficially owned by each reporting person"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

sole voting power regulatory

"Sole Voting Power 11,986,524.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

beneficial ownership limitations regulatory

"not currently exercisable due to certain beneficial ownership limitations"

Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.

aggregate subscription price financial

"The aggregate subscription price of $425,000"

The aggregate subscription price is the total money due for a subscription agreement or offering, calculated by multiplying the price per share or unit by the number of shares or units being subscribed and adding any separate tranches or fees. It matters to investors because it shows the full size of the cash inflow or commitment from a financing—like a shopping-cart total—helping gauge how much capital is being raised or how large an ownership change might be.

deferred warrants financial

"to issue the deferred warrants from the July 2025 private placement transaction"

FAQ

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

How many RCT shares does Nikolaus Senn beneficially own?

Nikolaus Senn reports beneficial ownership of 11,986,524 ordinary shares, representing 13.92% of the class. The reported amount includes 135,000 shares issuable upon options exercisable within 60 days of October 28, 2026.

What did Nikolaus Senn purchase in RCT's October 2026 private placement?

Senn purchased 1,700,000 ordinary shares for an aggregate subscription price of $425,000. The price was paid by offsetting financial liabilities RedCloud Holdings plc owed to him.

How was Nikolaus Senn's 13.92% RCT ownership percentage calculated?

The percentage was calculated using 86,091,495 ordinary shares, comprising 85,956,495 ordinary shares outstanding as of October 27, 2026, and 135,000 shares issuable upon options exercisable within 60 days of October 28, 2026.

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

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Available on EDGAR 10/28/2026 - 03:52 PM EDT Accepted by SEC EDGAR 10/28/2026 - 03:52 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

RedCloud Holdings plc

(Name of Issuer)

Ordinary shares, par value (pound) 0.002 per share

(Title of Class of Securities)

G71115102

(CUSIP Number)

Senn Nikolaus Beat
167-169 Great Portland Street,, 5th Floor,
London, X0, W1W 5PF
44 (0) 207 754 3735

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/28/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G71115102

1

Name of reporting person

Senn Nikolaus Beat

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SWITZERLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 11,986,524.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 11,986,524.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

11,986,524.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.92 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Of the 11,986,524 ordinary shares reported as beneficially owned with sole voting and dispositive power, 135,000 ordinary shares reported are issuable upon exercise of options for the purchase of ordinary shares, which are exercisable within 60 days of October 28, 2026. This number does not include 800,000 ordinary shares that are issuable upon exercise of warrants, which are not currently exercisable due to certain beneficial ownership limitations. (2) Row 13 is calculated based on 86,091,495 ordinary shares, which includes (i) 85,956,495 ordinary shares outstanding as of October 27, 2026 and (ii) 135,000 ordinary shares issuable upon exercise of options for the purchase of ordinary shares, which are exercisable within 60 days of October 28, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary shares, par value (pound) 0.002 per share
(b)	Name of Issuer: RedCloud Holdings plc
(c)	Address of Issuer's Principal Executive Offices: 167-169 Great Portland Street,, 5th Floor, London, UNITED KINGDOM , W1W 5PF.
Item 1 Comment: EXPLANATORY NOTE: This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") is filed to amend the Schedule 13D filed by the Reporting Person with the U.S. Securities and Exchange Commission on June 26, 2025 (the "Initial Schedule 13D," together with Amendments No. 1 and No. 2, the "Schedule 13D"). This Amendment No. 3 supplements and amends the Schedule 13D as specifically set forth herein. Except as amended and supplemented by this Amendment No. 3, the Schedule 13D remains unchanged.
Item 2.	Identity and Background
(a)	This statement is being filed by Nikolaus Senn (the "Reporting Person"). The Reporting Person is a shareholder and member of the Board of Directors (the "Board") of the Issuer.
(b)	The address of the principal office of the Reporting Person is 167-169 Great Portland Street, 5th Floor, London, W1W 5PF, United Kingdom.
(c)	The principal business of the Reporting Person is serving as a member of the Board.
(d)	The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Person has not during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is a citizen of Switzerland.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented with the following: The aggregate subscription price of $425,000 paid by the Reporting Person to purchase 1,700,000 ordinary shares in the Issuer's private placement offering, which was consummated on October 28, 2026, was derived from the offsetting of financial liabilities of the Issuer owed to the Reporting Person.
Item 4.	Purpose of Transaction
	Reporting Person has no current plans, other than as a member of the Board, relating to (a) through (j) of Item 4. The Reporting Person may, at any time and from time to time, review or reconsider her position and/or change her purpose.
Item 5.	Interest in Securities of the Issuer
(a)	See row 7 through 13 of the cover pages to this Schedule 13D
(b)	See row 7 through 13 of the cover pages to this Schedule 13D
(c)	The Reporting Person was issued 423,532 warrants to purchase up to 423,532 ordinary shares by the Issuer on May 16, 2026 in connection with the receipt of shareholder approval by the Issuer to issue the deferred warrants from the July 2025 private placement transaction to the Reporting Person.
(d)	No person is known to the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities covered by this Schedule 13D.
(e)	Not Applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Please see section "Major Shareholders and Related Party Transactions" of the Annual Report on Form 20-F which was filed with the Securities and Exchange Commission on May 15, 2026. Except as described herein, the Reporting Person has no contracts, arrangements, understandings, or relationships with respect to the securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	N/A.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Senn Nikolaus Beat

Signature:	/s/ Senn Nikolaus Beat
Name/Title:	Individual
Date:	10/28/2026