[SCHEDULE 13D] RedCloud Holdings plc SEC Filing

Rhea-AI Filing Summary

HRK Participations SA and Hans Rudolf Kunz have filed a Schedule 13D disclosing a significant 17% ownership stake in RedCloud Holdings plc, representing 7,525,431 ordinary shares. The filing was triggered by events on March 24, 2025, related to the company's IPO.

Key details of the acquisition:

• Purchase of 175,555 ordinary shares in the IPO for $789,998 using personal funds
• Position includes 180,000 shares issuable through options exercisable within 60 days of March 20, 2025
• Hans Rudolf Kunz serves as Chairman of the Board
• HRK Participations SA is a Luxembourg entity wholly owned by HRK Holding (HK) Ltd, which is in turn owned by Hans Rudolf Kunz

The reporting persons have sole voting and dispositive power over all shares and have not disclosed any specific plans for the investment beyond Board participation. The filing indicates conversion of outstanding loans into ordinary shares during the IPO.

Positive

• HRK Participations SA and Hans Rudolf Kunz acquired a significant 17% ownership stake (7,525,431 shares) in RedCloud Holdings plc
• Chairman Hans Rudolf Kunz demonstrated confidence in the company by investing $789,998 of personal funds to purchase 175,555 shares in the IPO
• The stake includes 180,000 shares from exercisable options, indicating alignment with long-term shareholder interests

Negative

• None.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

RedCloud Holdings plc

(Name of Issuer)

Ordinary shares, par value (pound)0.002 per share

(Title of Class of Securities)

G71115102

(CUSIP Number)

HRK Participations SA
50 Liverpool Street,,
London, X0, EC2M 7PY
44 (0) 207 754 3735

Hans Rudolf Kunz
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)

03/24/2025

(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

HRK Participations SA

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

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,525,431.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,525,431.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,525,431.00

12

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

13

Percent of class represented by amount in Row (11)

17.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Includes 180,000 shares issuable upon exercise of options for the purchase of ordinary shares, which are exercisable within 60 days of March 20, 2025.

SCHEDULE 13D

CUSIP No. G71115102

1

Name of reporting person

Hans Rudolf Kunz

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 7,525,431.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,525,431.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,525,431.00

12

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

13

Percent of class represented by amount in Row (11)

17.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Includes 180,000 shares issuable upon exercise of options for the purchase of ordinary shares, which are exercisable within 60 days of March 20, 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 2.	Identity and Background
(a)	This statement is filed by: (i) HRK Participations SA, an entity incorporated under the laws of Luxembourg, a wholly owned by HRK Holding (HK) Ltd. ("HRK Holding"), and HRK Holding is wholly owned by Hans Rudolf Kunz; and (ii) Hans Rudolf Kunz.
(b)	50 Liverpool Street, London, EC2M 7PY, United Kingdom,
(c)	The principal business of the Hans Rudolf Kunz is serving as Chairman of the Board of Directors (the "Board") of the Issuer.
(d)	The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Persons have 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)	HRK Participations SA, an entity incorporated under the laws of Luxembourg, and Hans Rudolf Kunz is a citizen of Switzerland.
Item 3.	Source and Amount of Funds or Other Consideration
	Funds in an aggregate amount of $789,998 have been used by the Reporting Persons to purchase 175,555 ordinary shares in the Issuer's initial public offering (the "IPO"), which was consummated on March 24, 2025, and the source of funding for this transaction was derived from the personal funds of the Reporting Persons.
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.
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 converted outstanding loans into ordinary shares upon the consummation of the IPO on March 24, 2025.
(d)	No person is known to the Reporting Persons 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 "Certain Relationships and Related Party Transactions" of the registration statement on Form F-1, as amended (File No. 333-283012) which was declared effective on March 20, 2025. Except as described herein, the Reporting Persons have no contracts, arrangements, understandings, or relationships with respect to the securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	1 Joint Filing Agreement by and between HRK Participations SA and Hans Rudolf Kunz

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.

HRK Participations SA

Signature:	/s/ Hans Rudolf Kunz
Name/Title:	Sole Owner
Date:	06/26/2025

Hans Rudolf Kunz

Signature:	/s/ Hans Rudolf Kunz
Name/Title:	Individual
Date:	06/26/2025

FAQ

What percentage of RedCloud Holdings (RCT) does HRK Participations SA own?

HRK Participations SA owns 17.0% of RedCloud Holdings plc (RCT), representing 7,525,431 shares. This includes 180,000 shares issuable upon exercise of options that are exercisable within 60 days of March 20, 2025.

Who is Hans Rudolf Kunz and what is his role in RedCloud Holdings (RCT)?

Hans Rudolf Kunz is the Chairman of the Board of Directors of RedCloud Holdings plc. He controls HRK Participations SA through HRK Holding (HK) Ltd., and beneficially owns 7,525,431 shares (17.0%) of the company.

How many shares did HRK Participations purchase in RCT's IPO?

HRK Participations purchased 175,555 ordinary shares in RedCloud Holdings' initial public offering (IPO) on March 24, 2025, using $789,998 of personal funds.

What is the voting power structure of HRK Participations' stake in RCT?

HRK Participations SA has sole voting power and sole dispositive power over 7,525,431 shares, with no shared voting or dispositive power. This represents 17.0% of the company's voting rights.

When did RedCloud Holdings (RCT) complete its IPO?

RedCloud Holdings plc completed its initial public offering (IPO) on March 24, 2025, with the registration statement (Form F-1, File No. 333-283012) being declared effective on March 20, 2025.