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

Rhea-AI Filing Summary

Christina Byland reports a substantial ownership position in RedCloud Holdings plc, holding 28,776,298 ordinary shares representing 40.95% of the class. That total includes 4,329,391 ordinary shares issuable upon exercise of warrants that are exercisable within 60 days of August 12, 2025. The position arose from a private placement in which Ms. Byland used $6,900,000 of personal funds to acquire 4,600,000 ordinary shares and 9,200,000 warrants.

The filing notes that issuance of 4,870,609 of those warrants was deferred pending shareholder approval for the underlying shares. The Reporting Person states she has no current plans to effect changes listed in Item 4 but may review or reconsider her position at any time. Background details state Ms. Byland is retired and a citizen of Switzerland.

Positive

• Substantial stake: Reporting Person beneficially owns 28,776,298 shares (40.95%), indicating meaningful influence.
• Personal funding: The private placement was funded with $6,900,000 of the Reporting Person's personal funds, signaling financial commitment.
• Warrants provide optionality: Holdings include 9,200,000 warrants, with 4,329,391 exercisable within the near term, offering potential to increase economic interest.

Negative

• Deferred warrants require shareholder approval: Issuance of 4,870,609 warrants was deferred until the Issuer obtains shareholder approval, creating execution uncertainty.
• Concentrated ownership: A single holder controlling 40.95% may raise concerns about governance concentration and minority shareholder influence.
• Unspecified future actions: The Reporting Person states she has no current plans for transactions but may review or change her purpose at any time, leaving strategic intentions unclear.

Insights

Financial Analyst

TL;DR: A near-controlling 40.95% stake funded personally and augmented by exercisable warrants is material to RedCloud's capital structure.

The Reporting Person's aggregated holdings of 28,776,298 ordinary shares, representing 40.95% of the class, combined with warrants exercisable within 60 days, create a substantial concentrated ownership position that can affect voting outcomes and future equity supply. The $6.9M private placement funded from personal funds shows commitment and liquidity behind the position. The deferred issuance of 4,870,609 warrants pending shareholder approval is a timing and execution risk that investors should note.

Corporate Governance Expert

TL;DR: Significant insider ownership increases governance influence but the filer disclaims current plans, leaving strategic intent unclear.

The filer holds sole voting and dispositive power over the reported shares, which implies potential to shape board and shareholder votes. The statement that there are no current plans under Item 4 limits explicit strategic signals; however, the ability to exercise warrants soon and the deferred portion pending shareholder approval means corporate governance dynamics may shift quickly if exercises or approvals occur.

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)

Christina Byland
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

Christina Byland

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 28,776,298.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 28,776,298.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

28,776,298.00

12

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

13

Percent of class represented by amount in Row (11)

40.95 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Of the 28,776,298 ordinary shares reported as beneficially owned with sole voting and dispositive power, 4,329,391 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 70,261,885 ordinary shares which includes (i) 65,932,494 ordinary shares outstanding as of July 17, 2025 and (ii) 4,329,391 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 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 $6,900,000 have been used by the Reporting Person to purchase 4,600,000 ordinary shares and 9,200,000 warrants to purchase up to 9,200,000 ordinary shares (of which the issuance of 4,870,609 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 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.

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.

Christina Byland

Signature:	/s/ Christina Byland
Name/Title:	Individual
Date:	08/13/2025

FAQ

How many RedCloud (RCT) shares does Christina Byland own?

The filing reports 28,776,298 ordinary shares beneficially owned, representing 40.95% of the class.

What did Christina Byland purchase in the private placement for RedCloud (RCT)?

Ms. Byland purchased 4,600,000 ordinary shares and 9,200,000 warrants as part of a private placement.

How was the private placement funded for the RedCloud (RCT) purchase?

The filing states the transaction was funded with $6,900,000 of the Reporting Person's personal funds.

Are any of the warrants subject to conditions in the RedCloud (RCT) filing?

Yes. Issuance of 4,870,609 warrants was deferred until the Issuer receives shareholder approval for the underlying shares.

Does Christina Byland plan to change her ownership or influence at RedCloud (RCT)?

The Reporting Person states she has no current plans relating to the specified Item 4 actions but may review or reconsider her position at any time.