[SCHEDULE 13D/A] RedCloud Holdings plc SEC Filing

Rhea-AI Filing Summary

Nikolaus Senn filed Amendment No. 1 to a Schedule 13D reporting beneficial ownership of 8,162,992 ordinary shares of RedCloud Holdings plc, representing 12.28% of the class on a diluted basis. The filing explains the holder is a member of the issuer's board and used $600,000 of personal funds to acquire 400,000 ordinary shares and 800,000 warrants (with issuance of 423,532 warrants deferred pending shareholder approval) in a private placement consummated on July 3, 2025. The reported total includes 135,000 options and 376,468 warrants exercisable within 60 days of August 12, 2025. The filer states no current plans other than board service but may reassess their position.

Insights

Securities Analyst

TL;DR: Reporting person increases stake to 12.28% via private placement; holdings include options and warrants exercisable by August 12, 2025.

The filing documents a meaningful, disclosed increase in ownership by a board member who now holds 8,162,992 ordinary shares and related derivative securities on a diluted basis. Acquisition funded with $600,000 of personal funds and closed on July 3, 2025. The position includes short‑dated exercisable options and warrants that could further dilute or consolidate control if exercised. The filer expressly disclaims any present plans beyond board service, which limits immediate governance implications but leaves potential for future repositioning.

Corporate Governance Expert

TL;DR: Board member now owns over 12% of the company; disclosed as passive for now but remains able to change stance.

The disclosure is material from a governance perspective because a director holds a double‑digit, dilutive stake (12.28%). The filing notes sole voting and dispositive power over the reported shares, and references deferred warrant issuance tied to shareholder approval. While the filer states no current intent to alter board composition or strategy, the combination of board membership and concentrated ownership merits attention from investors and the board for potential conflicts or future proposals.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

RedCloud Holdings plc

(Name of Issuer)

Ordinary shares, par value (pound) 0.002 per share

(Title of Class of Securities)

G71115102

(CUSIP Number)

Nikolaus Senn
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)

07/03/2025

(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).

SCHEDULE 13D

CUSIP No. G71115102

1

Name of reporting person

Nikolaus Senn

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 8,162,992.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 8,162,992.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

8,162,992.00

12

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

13

Percent of class represented by amount in Row (11)

12.28 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Of the 8,162,992 ordinary shares reported as beneficially owned with sole voting and dispositive power, (i) 135,000 ordinary shares reported are issuable upon exercise of options for the purchase of ordinary shares, and (ii) 376,468 ordinary shares are issuable upon exercise of warrants for the purchase of ordinary shares, each of which are exercisable within 60 days of August 12, 2025. (2) Row 13 is calculated based on 66,443,962 ordinary shares, which includes (i) 65,932,494 ordinary shares outstanding as of July 17, 2025, (ii) 135,000 ordinary shares issuable upon exercise of options for the purchase of ordinary shares, which are exercisable within 60 days of August 12, 2025 and (iii) 376,468 ordinary shares issuable upon exercise of warrants for the purchase of ordinary shares, which are exercisable within 60 days of August 12, 2025.

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: 50 LIVERPOOL STREET, London, UNITED KINGDOM , EC2M 7PY.
Item 1 Comment: EXPLANATORY NOTE: This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") 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. 1 supplements and amends the Schedule 13D as specifically set forth herein. Except as amended and supplemented by this Amendment No. 1, 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 50 Liverpool Street, London, EC2M 7PY, 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: Funds in an aggregate amount of $600,000 have been used by the Reporting Person to purchase 400,000 ordinary shares and 800,000 warrants to purchase up to 800,000 ordinary shares (of which the issuance of 423,532 warrants was deferred until the Issuer has received shareholder approval for the issuance of the underlying ordinary shares of such deferred warrants) in the Issuer's private placement offering, which was consummated on July 3, 2025, 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, 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 has not conducted any other transactions in the ordinary shares of the Issuer other than the transaction reported herein.
(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 16, 2025. 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.

Nikolaus Senn

Signature:	/s/ Nikolaus Senn
Name/Title:	Individual
Date:	08/12/2025

FAQ

How many RedCloud (RCT) shares does Nikolaus Senn beneficially own?

The filing reports 8,162,992 ordinary shares beneficially owned by Nikolaus Senn.

What percentage of RCT does the reporting person hold?

The reported holdings represent 12.28% of the ordinary shares on a diluted basis.

What did Nikolaus Senn purchase and how was it funded?

He used $600,000 of personal funds to purchase 400,000 ordinary shares and 800,000 warrants in a private placement consummated on July 3, 2025.

Are there options or warrants included in the reported ownership?

Yes; the aggregate includes 135,000 options and 376,468 warrants exercisable within 60 days of August 12, 2025.

Does the filing indicate any plans to change control or strategy at RedCloud (RCT)?

The reporting person states no current plans other than serving as a board member but notes they may reassess their position at any time.