RedCloud shareholder Byland acquires 30M shares

The ownership footnote says warrants for 9,200,000 ordinary shares are not currently exercisable because of beneficial ownership limitations.

Rhea-AI Filing Summary

RedCloud Holdings plc (RCT) reports that shareholder Christina Byland acquired 30,000,000 ordinary shares in a private placement completed October 28, 2026, for an aggregate subscription price of $7,500,000. The price was paid by offsetting financial liabilities RedCloud owed to her.

The cover reports 59,146,907 ordinary shares beneficially owned by Christina Byland with sole voting and dispositive power, representing 68.81% of the class, based on 85,956,495 ordinary shares outstanding as of October 27, 2026. The statement also reports that 4,870,609 warrants were issued to her on May 16, 2026, in connection with deferred warrants from the July 2025 private placement.

Filing Explained

The reported 59,146,907-share stake excludes 9,200,000 shares issuable under warrants that are not currently exercisable because of beneficial-ownership limits; those warrant shares are not part of the reported shareholding at this time.

Key Figures

Ordinary shares acquired: 30,000,000 shares Aggregate subscription price: $7,500,000 Beneficially owned ordinary shares: 59,146,907 shares +4 more

7 metrics

Ordinary shares acquired 30,000,000 shares Private placement completed October 28, 2026

Aggregate subscription price $7,500,000 Paid by offsetting financial liabilities RedCloud owed to Christina Byland

Beneficially owned ordinary shares 59,146,907 shares With sole voting and dispositive power

Percentage of class 68.81% Calculated based on 85,956,495 ordinary shares outstanding as of October 27, 2026

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

Warrants issued 4,870,609 warrants Issued May 16, 2026, in connection with deferred warrants from the July 2025 private placement

Ordinary shares issuable upon warrant exercise 9,200,000 shares The ownership footnote says the warrants are not currently exercisable due to certain beneficial ownership limitations

Key Terms

aggregate subscription price, private placement offering, beneficial ownership limitations, sole dispositive power, +1 more

5 terms

aggregate subscription price financial

"The aggregate subscription price of $7,500,000"

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.

private placement offering financial

"purchase 30,000,000 ordinary shares in the Issuer's private placement offering"

A private placement offering is when a company sells its stock or bonds directly to a small group of investors instead of offering them to the general public. This allows the company to raise money quickly and privately, often for specific projects or needs, without going through a public stock exchange.

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.

sole dispositive power regulatory

"Sole Dispositive Power 59,146,907.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

deferred warrants financial

"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 did Christina Byland acquire?

Christina Byland acquired 30,000,000 ordinary shares in a private placement completed October 28, 2026, for an aggregate subscription price of $7,500,000. The price was paid by offsetting financial liabilities RedCloud owed to her.

How many warrants were issued to Christina Byland?

4,870,609 warrants were issued to Christina Byland on May 16, 2026, in connection with shareholder approval to issue her deferred warrants from the July 2025 private placement.

What restrictions apply to Christina Byland's RCT warrant shares?

The ownership footnote says warrants for 9,200,000 ordinary shares are not currently exercisable because of certain beneficial ownership limitations.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/28/2026 - 05:00 PM EDT Accepted by SEC EDGAR 10/28/2026 - 05:00 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)

Byland Christina Elisabeth
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

Byland Christina Elisabeth

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 59,146,907.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 59,146,907.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

59,146,907.00

12

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

13

Percent of class represented by amount in Row (11)

68.81 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Of the 59,146,907 ordinary shares reported as beneficially owned with sole voting and dispositive power, 9,200,000 ordinary shares are not included, as such ordinary shares are issuable upon exercise of warrants for the purchase of ordinary shares, each of which are not currently exercisable due to certain beneficial ownership limitations. (2) Row 13 is calculated based on 85,956,495 ordinary shares outstanding as of October 27, 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 Christina Byland (the "Reporting Person"). The Reporting Person is a shareholder 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)	Retired.
(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 $7,500,000 paid by the Reporting Person to purchase 30,000,000 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 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 4,870,609 warrants to purchase up to 4,870,609 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, as amended, which was initially 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.

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.

Byland Christina Elisabeth

Signature:	/s/ Byland Christina Elisabeth
Name/Title:	Individual
Date:	10/28/2026