[SCHEDULE 13D] RedCloud Holdings plc SEC Filing

Rhea-AI Filing Summary

RedCloud Holdings plc (RCT) Schedule 13D filing: Board member Nikolaus Senn, a Swiss citizen, disclosed beneficial ownership of 7,251,524 ordinary shares (including 135,000 options exercisable within 60 days), representing 16.4 % of RedCloud’s outstanding shares following the company’s 24 March 2025 IPO.

Ownership structure: Senn holds sole voting and dispositive power over the entire position; no shares are held jointly. The stake was assembled through (i) conversion of outstanding loans into equity concurrent with the IPO and (ii) purchase of 287,221 shares for US$1.29 million using personal funds during the IPO. No other persons share the right to receive dividends or sale proceeds.

Intent: Apart from his existing role on the Board, Senn reports no current plans or proposals regarding corporate actions such as mergers, asset sales, or changes to the board, capital structure, or dividend policy.

Regulatory background: Senn has not been subject to criminal convictions or civil judgments in the past five years. Any related-party arrangements are detailed in RedCloud’s Form F-1 (File No. 333-283012).

This 13D signals significant insider alignment but also concentrates voting power in a single director, factors investors should weigh when assessing governance and future strategic flexibility.

Positive

• Significant insider ownership: 16.4% stake indicates high confidence and alignment with common shareholders.
• Personal capital commitment: US$1.29 million cash purchase in the IPO, supplementing loan conversions.

Negative

• Concentrated voting power: One director controls 16.4% of votes, potentially limiting minority influence.
• Lack of disclosed strategic plans: Filing offers no insight into future actions, creating uncertainty about use of control.

Insights

Financial Analyst

TL;DR: Director’s 16.4% stake shows insider confidence, but high concentration raises governance-watch flags; no immediate action plans disclosed.

The disclosure that Nikolaus Senn controls 7.25 million shares post-IPO immediately places him among RedCloud’s largest shareholders. Insider participation in the IPO (US$1.29 million cash plus debt conversion) often aligns management with investors, potentially supporting long-term value creation. However, one director wielding sole voting power over more than 15% of shares can materially influence shareholder votes on future equity raises, M&A, or board changes. The absence of stated strategic intentions keeps the near-term outlook neutral, yet investors should monitor further purchases, option exercises, or proposals that could shift control dynamics.

Corporate Governance Expert

TL;DR: Large insider stake improves alignment but tinges governance with minority-shareholder risk due to concentrated control.

From a governance lens, insider ownership near 20% is a double-edged sword. It reduces agency costs by tying leadership wealth to equity performance, yet it can enable the director to block unsolicited bids or push through self-serving proposals. Senn’s clean regulatory history limits immediate red flags, and the Form F-1 reference suggests transparency on related-party dealings. Still, proxy advisers will likely scrutinize any future compensation or related-party transactions given this ownership heft.

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)

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)

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

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 7,251,524.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,251,524.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,251,524.00

12

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

13

Percent of class represented by amount in Row (11)

16.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Includes 135,000 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)	Nikolaus Senn
(b)	50 Liverpool Street, London, EC2M 7PY, United Kingdom,
(c)	The principal business of the Reporting Person is serving as a member of the Board of Directors (the "Board") of the Issuer.
(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
	Funds in an aggregate amount of $1,292,495 have been used by the Reporting Person to purchase 287,221 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 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.
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 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 "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 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:	06/26/2025

FAQ

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

The Schedule 13D reports 7,251,524 ordinary shares, including 135,000 options exercisable within 60 days.

What percentage of RedCloud’s outstanding shares does this represent?

Senn’s holding equals 16.4 % of the company’s ordinary share class.

Did the director purchase shares with personal funds?

Yes. He bought 287,221 shares for US$1.29 million during the 24 March 2025 IPO.

Are there shared voting or dispositive rights over these shares?

No. The filing states sole voting and dispositive power over all 7.25 million shares.

Does the Schedule 13D indicate any planned corporate actions?

No. Senn reports no current plans beyond his board duties concerning mergers, asset sales or capital changes.