RedCloud holder Byland lifts stake to 38.39%

Large shareholder Christina Byland reports a higher stake in RedCloud Holdings plc after buying 4.7 million shares in an August 2026 private placement.

Rhea-AI Filing Summary

RedCloud Holdings plc (RCT) received an amended Schedule 13D from shareholder Christina Byland updating her ownership following a recent investment. Byland used $1,175,000 of personal funds to purchase 4,700,000 ordinary shares in a private placement consummated on August 27, 2026. She now beneficially owns 29,146,907 ordinary shares with sole voting and dispositive power, representing 38.39% of the ordinary shares outstanding, based on 75,931,080 shares outstanding as of August 31, 2026. She also holds 4,870,609 warrants to purchase up to 4,870,609 ordinary shares, subject to beneficial ownership limitations, and states she has no current specific plans regarding changes in control or other corporate actions.

Key Figures

Beneficial ownership: 29,146,907 ordinary shares Ownership percentage: 38.39% Shares outstanding: 75,931,080 ordinary shares +3 more

6 metrics

Beneficial ownership 29,146,907 ordinary shares Shares beneficially owned with sole voting and dispositive power by the reporting person

Ownership percentage 38.39% Percent of class represented by 29,146,907 shares

Shares outstanding 75,931,080 ordinary shares Ordinary shares outstanding as of August 31, 2026, used to compute ownership percentage

Private placement investment $1,175,000 Aggregate personal funds used by the reporting person to purchase shares in the August 27, 2026 private placement

Private placement shares purchased 4,700,000 ordinary shares Shares purchased by the reporting person in the private placement consummated on August 27, 2026

Warrants issued 4,870,609 warrants Warrants issued on May 16, 2026 to purchase up to 4,870,609 ordinary shares

Key Terms

beneficially owned, sole voting power, sole dispositive power, private placement offering, +2 more

6 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 29,146,907.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: Sole Voting Power 29,146,907.00"

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.

sole dispositive power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: Sole Dispositive Power 29,146,907.00"

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.

private placement offering financial

"purchase 4,700,000 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 financial

"warrants for the purchase of ordinary shares, each of which are not currently exercisable due to certain beneficially 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.

deferred warrants financial

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

FAQ

How many RedCloud Holdings plc (RCT) shares does Christina Byland now beneficially own?

Christina Byland beneficially owns 29,146,907 ordinary shares of RedCloud Holdings plc, with sole voting and dispositive power over all of these shares, according to the amended Schedule 13D.

What percentage of RedCloud Holdings plc (RCT) does Christina Byland hold?

Christina Byland’s stake represents 38.39% of RedCloud Holdings plc’s ordinary shares, based on 75,931,080 ordinary shares outstanding as of August 31, 2026, as stated in the filing.

What recent investment did Christina Byland make in RedCloud Holdings plc (RCT)?

Christina Byland used $1,175,000 of personal funds to purchase 4,700,000 ordinary shares in RedCloud Holdings plc in a private placement offering consummated on August 27, 2026.

What warrants related to RedCloud Holdings plc (RCT) does Christina Byland hold?

Christina Byland was issued 4,870,609 warrants on May 16, 2026, to purchase up to 4,870,609 ordinary shares, in connection with deferred warrants from a July 2025 private placement transaction, subject to beneficial ownership limitations.

Does Christina Byland report any plans to change control at RedCloud Holdings plc (RCT)?

The filing states that Christina Byland has no current plans relating to the actions listed in Item 4(a) through (j), though she may review or reconsider her position and change her purpose in the future.

What is Christina Byland’s citizenship and background in relation to RedCloud Holdings plc (RCT)?

Christina Byland, the reporting person, is retired and a citizen of Switzerland. She is a shareholder of RedCloud Holdings plc and has not been subject to specified criminal or civil securities proceedings in the past five years.

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

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Available on EDGAR 09/02/2026 - 04:18 PM Accepted by SEC EDGAR 09/02/2026 - 04:18 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

RedCloud Holdings plc

(Name of Issuer)

Ordinary Shares, par value GBP 0.002 per share

(Title of Class of Securities)

G71115102

(CUSIP Number)

Byland Christina Elisabeth
50 Liverpool Street,,
London, X0, EC2M 7PY
44 (0) 207 754 3735

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

08/27/2026

(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 29,146,907.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 29,146,907.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

29,146,907.00

12

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

13

Percent of class represented by amount in Row (11)

38.39 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Of the 29,146,907 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 beneficially ownership limitations. (2) Row 13 is calculated based on 75,931,080 ordinary shares outstanding as of August 31, 2026

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value GBP 0.002 per share
(b)	Name of Issuer: RedCloud Holdings plc
(c)	Address of Issuer's Principal Executive Offices: 50 Liverpool Street, London, UNITED KINGDOM , EC2M 7PY.
Item 1 Comment: EXPLANATORY NOTE: This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") 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 Amendment No. 1, the "Schedule 13D"). This Amendment No. 2 supplements and amends the Schedule 13D as specifically set forth herein. Except as amended and supplemented by this Amendment No. 2, 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 50 Liverpool Street, London, EC2M 7PY, 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: Funds in an aggregate amount of $1,175,000 have been used by the Reporting Person to purchase 4,700,000 ordinary shares in the Issuer's private placement offering, which was consummated on August 27, 2026, and the source of funding for this transaction was derived from the personal funds of 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:	09/02/2026