RCT 20-F/A
RedCloud Holdings plc (RCT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 2)
OR
For
the fiscal year ended
OR
For the transition period from _________ to _____________.
OR
Date of event requiring this shell company report:
Commission
file number:
(Exact name of Registrant as Specified in its Charter)
(Address of Principal Executive Offices)
Tel:
Email:
(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange On Which Registered | ||
| The
|
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
The number of the issuer’s ordinary shares as of May 15, 2026, was ordinary shares.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes
☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | Emerging
growth company |
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to 240.10D-1(b) ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| ☒
|
International Financial Reporting Standards as issued by the International ☐ | Other ☐ | ||
| Accounting Standards Board ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No
Explanatory Note
This Form 20-F/A does not reflect events occurring after the filing of the Annual Report and does not modify or update the disclosure therein in any way except as described above. No other changes have been made to the Annual Report. The filing of this Form 20-F/A should not be understood to mean that any statements contained in the Annual Report, as amended by this Form 20-F/A, are true or complete as of any date subsequent to the original filing date of the Annual Report. Accordingly, this Form 20-F/A should be read in conjunction with the Annual Report, as amended.
PART III
ITEM 19. EXHIBITS
Pursuant to the rules and regulations of the SEC, we have filed certain agreements as exhibits to this annual report on Form 20-F. Documents filed as exhibits to this annual report:
| Exhibit Number |
Item | |
| 12.1 | Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 12.2 | Certification of chief executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 15.1 | Consent of PKF Littlejohn LLP, Independent Registered Public Accounting Firm. | |
| 15.2 | Consent of Turner, Stone & Company, L.L.P., Independent Registered Public Accounting Firm. | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation LinkbaseDocument. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition LinkbaseDocument. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation LinkbaseDocument. | |
| 104 | Cover Page Interactive Data File (formatted as InlineXBRL and contained in Exhibit 101). |
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| July 30, 2026 | REDCLOUD HOLDINGS PLC | |
| By: | /s/ Justin Floyd | |
| Justin Floyd | ||
| Chief Executive Officer | ||
REDCLOUD HOLDINGS PLC
TABLE OF CONTENTS
| REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS | F-1 | |
| CONSOLIDATED FINANCIAL STATEMENTS | ||
| Consolidated Balance Sheets | F-3 | |
| Consolidated Statements of Operations | F-4 | |
| Consolidated Statements of Comprehensive Loss | F-5 | |
| Consolidated Statements of Stockholders’ Deficit | F-6 | |
| Consolidated Statements of Cash Flows | F-7 | |
| Notes to the Consolidated Financial Statements | F-8 - F-44 |
| 1 |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of RedCloud Holdings PLC
Opinion on the Consolidated Financial Statements
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2 to the consolidated financial statements, the Company currently is loss making, has not yet achieved profitability, continues to operate with limited liquidity and has a working capital deficiency and needs to raise additional funds to meet its obligations.
Sources of liquidity have been provided from the issuance of senior secured convertible notes, the Equity Line of Credit (ELOC) and shareholder loans. There is no assurance the sources of funding will be available in the future or under similar terms. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ PKF Littlejohn LLP
PKF Littlejohn LLP
PCAOB Registration Number 2814
London, England
May 15, 2026
We have served as the Company’s auditor since 2025.
| F-1 |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
RedCloud Holdings plc
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of RedCloud Holdings plc (the “Company”) as of December 31, 2024 and the related consolidated statements of operations, comprehensive loss, changes in stockholders’ deficit and cash flows for the year then ended, and the related notes to the financial statements (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company´s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/
Turner, Stone & Company, L.L.P.
PCAOB
ID:
May 16, 2025
We have served as the Company’s auditor from 2023 through September 24, 2025.
| F-2 |
REDCLOUD HOLDINGS PLC
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
| December 31, | December 31, | |||||||||
| (In United States dollars, except shares and par value) | Notes | 2025 | 2024 | |||||||
| ASSETS | ||||||||||
| Current Assets: | ||||||||||
| Cash and cash equivalents | $ | $ | ||||||||
| Restricted Cash | ||||||||||
| Accounts receivables and other receivables, net | 3 | |||||||||
| Income taxes receivable | ||||||||||
| Prepayments | 4 | |||||||||
| Other current assets | 4 | |||||||||
| Total Current Assets | ||||||||||
| Non Current Assets: | ||||||||||
| Property and equipment, net | 5 | |||||||||
| Intangible assets, net | 6 | |||||||||
| Investment in Joint Venture | ||||||||||
| Total Non Current Assets | ||||||||||
| Total Assets | $ | $ | ||||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||||
| Current Liabilities: | ||||||||||
| Accounts payable | $ | $ | ||||||||
| Vouchers payable | ||||||||||
| Accrued expenses | 7 | |||||||||
| Value-added tax payable | ||||||||||
| Other current liabilities | 8 | |||||||||
| Shareholder loans payable | ||||||||||
| Short-term borrowings | ||||||||||
| Total Current Liabilities | ||||||||||
| Non Current Liabilities: | ||||||||||
| Convertible Shareholder loans, at fair value | 9 | |||||||||
| Total Non current Liabilities | ||||||||||
| Total Liabilities | ||||||||||
| Commitments and Contingencies (Note 15) | ||||||||||
| Stockholders’ Deficit: | ||||||||||
| Common stock £ par value; [] shares authorized; and shares issued and outstanding as of December 31, 2025 and 2024, respectively | 11 | |||||||||
| Additional paid-in capital | ||||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||
| Accumulated other comprehensive income | ||||||||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||||
The accompanying notes are an integral part of these financial statements.
| F-3 |
REDCLOUD HOLDINGS PLC
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| For the years ended | ||||||||||
| December 31, | December 31, | |||||||||
| Notes | 2025 | 2024 | ||||||||
| Revenue | $ | $ | ||||||||
| Operating expenses: | ||||||||||
| General and administrative | ||||||||||
| Salaries, benefits, contractor costs | ||||||||||
| Marketing and commissions | ||||||||||
| Travel | ||||||||||
| Professional fees | ||||||||||
| Product and technology development | ||||||||||
| Depreciation and amortization | ||||||||||
| Total operating expenses | ||||||||||
| Net loss from operations | ( | ) | ( | ) | ||||||
| Other expense: | ||||||||||
| Interest (income)/expense | ||||||||||
| Other Income | 13 | ( | ) | |||||||
| Gain on Debt Extinguishment | ||||||||||
| Loss from change in fair-value of convertible shareholder loans | ||||||||||
| Foreign currency loss | ||||||||||
| Net loss before income taxes | ( | ) | ( | ) | ||||||
| Income tax benefit | 13 | |||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||||
| Loss per Share | ||||||||||
| Loss per Share, basic and diluted | $ | ) | $ | ) | ||||||
| Weighted-average common shares outstanding, basic and diluted | ||||||||||
The accompanying notes are an integral part of these financial statements.
| F-4 |
REDCLOUD HOLDINGS PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| ` | For the years ended | |||||||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Foreign currency translation adjustment net of tax | ( | ) | ||||||
| Other comprehensive income, net of tax | ( | ) | ||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these financial statements.
| F-5 |
REDCLOUD HOLDINGS PLC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| Common Stock | Additional Paid-In | Accumulated | Accumulated Other Comprehensive | Total Stockholders’ | ||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Income (Loss) | Deficit | |||||||||||||||||||
| Balances, January 1, 2024 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Common stock issued | ( | ) | ||||||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency Translation adjustment, net of tax | - | ( | ) | |||||||||||||||||||||
| Balances, December 31, 2024 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Common Stock | Additional Paid-In | Accumulated | Accumulated Other Comprehensive | Total Stockholders’ | ||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Income (Loss) | Deficit | |||||||||||||||||||
| Balances, January 1, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Common stock issued through IPO | ||||||||||||||||||||||||
| Conversion of shareholder loan into common shares | ||||||||||||||||||||||||
| Preference shares - redeemed | - | |||||||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||
| Extinguishment of Debt | - | ( | ) | ( | ) | |||||||||||||||||||
| IPO and share issuance direct costs | - | ( | ) | ( | ) | |||||||||||||||||||
| Share issue | ||||||||||||||||||||||||
| Warrants issued | ||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency Translation adjustment, | - | ( | ) | ( | ) | |||||||||||||||||||
| Balances, December 31, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
The accompanying notes are an integral part of these financial statements.
| F-6 |
REDCLOUD HOLDINGS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| For the year-ended | ||||||||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments reconcile net loss to cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock-based compensation | ||||||||
| Bad debt expense | ||||||||
| Loss from change in fair-value of convertible shareholder loan | ||||||||
| Non-cash gain on debt extinguishment | ||||||||
| Accrued interest expense on shareholder loans | ||||||||
| Shareholder loan debt discounts | ||||||||
| Unrealised loss/(gains) | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable and other receivables | ( | ) | ||||||
| Prepayments and Other current assets | ( | ) | ||||||
| Accounts payable and vouchers payable | ( | ) | ||||||
| Accrued expenses | ( | ) | ||||||
| Value-added tax payable | ( | ) | ||||||
| Income taxes receivable | ( | ) | ||||||
| Other current liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Purchases of intangible assets | ( | ) | ( | ) | ||||
| Acquisition of investment in joint venture | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Proceed from issuance of debt (convertible loans) | ||||||||
| Proceed from shareholder loan | ||||||||
| Proceeds from short-term borrowings | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ||||||||
| Change in cash, cash equivalents and restricted cash during the year | ( | ) | ||||||
| Cash, cash equivalents and restricted cash, beginning of year | ||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | ||||||
| *Non-cash transactions in the year related to the folowing: | ||||||||
| Conversion of Shareholders loans to equity on IPO | $ | |||||||
| Convertible loans to equity | $ |
| F-7 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 1 - Nature of business
RedCloud Holdings plc (“RedCloud Holdings” or the “Parent Company”), together with its wholly-owned subsidiaries (collectively, the “Company” or “RedCloud Group”), operates a business-to-business intelligent infrastructure for global trade, RedAI. The Company’s intelligent infrastructure facilitates digital trade in Nigeria, South Africa, Brazil, Peru, and Argentina, with supporting operations and cost centers located in the United Kingdom and Portugal.
RedCloud Technologies Ltd (“RedCloud Technologies”) was incorporated in the United Kingdom on February 3, 2014, and historically served as the operating and holding entity of the RedCloud Group. On October 23, 2024, a corporate restructuring was completed pursuant to which RedCloud Holdings PLC, a private company limited by shares incorporated under the laws of England and Wales, was formed as the new ultimate parent of the RedCloud Group. RedCloud Holdings PLC was established to facilitate future strategic and capital market initiatives, including potential public listing activities. This restructuring had no impact on the underlying operations of the business.
The Company provides services through the RedAI infrastructure, enabling commerce between registered users. Buyers (typically small-to-medium merchants) can purchase fast-moving consumer goods (“FMCG”) from Sellers (brands and distributors) connected by trading networks, Red101 and TradeX. RedInsights provides data analytics and insights drawn from over 50,000 individual market data points in real-time. The Company continues to offer payments and finance capabilities through leading payments providers in each operating country.
Today, the Company generates revenue primarily through transaction-based commissions calculated as a percentage of the value of goods sold across RedAI’s trading networks.
Note 2 - Summary of significant accounting policies
Basis of presentation
These consolidated financial statements (“financial statements”) have been presented in United States dollars (“$” or “USD”) unless otherwise indicated and are prepared in accordance with United States generally accepted accounting principles (“US GAAP”) and in accordance with the requirements of the Companies Act 2006.
The transition to US GAAP is in line with the provisions of The Accounting Standards (Prescribed Bodies) (United States of America and Japan) (Amended) Regulations 2023, which permit UK-incorporated companies with securities listed on a US stock exchange to prepare their group financial statements in accordance with US GAAP for a transitional period of up to four years. This transitional relief is intended to facilitate redomiciliation and reduce the administrative burden of immediate conversion to UK GAAP or IFRS as adopted in the UK. Accordingly, these financial statements represent the Group’s first annual financial statements prepared under US GAAP.
The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the periods presented, unless otherwise stated.
The
Company was incorporated on 14 April 2024 and on 23 October 2024, the Company (“RCH”) acquired
Whilst a separate legal entity, the consolidated financial statements are a continuation of that of RCT. As there were no changes in the rights or proportion of control exercised as a result of the share-for-share exchange, the financial statements were prepared applying the principles of predecessor accounting ownership. This transaction is considered a combination of entities under common control and therefore falls outside the scope of ASC 805 “Business Combinations” under U.S. GAAP. U.S. GAAP provides specific guidance for common control transactions, which are accounted for using the carryover basis. Under the carryover basis, the assets and liabilities of the combining entities are recognized at their existing book values, and no fair value adjustments or goodwill are recorded.
| F-8 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 2 - Summary of significant accounting policies (continued)
The financial statements reflect the historical carrying amounts of the entities involved, consistent with the principles applicable to common control transactions under U.S. GAAP. Under this method, the financial statements of the parties to the combination are aggregated and presented as though the combining entities had always been part of the same group, rather than from the restructuring date.
As a result, the comparatives presented in these financial statements represent the audited consolidated results of the Group for the year ended December 31, 2024 (as filed with the U.S. Securities and Exchange Commission), presented on a predecessor basis and updated to reflect the share capital structure of RedCloud Holdings PLC The 2024 comparative information is audited; earlier periods are not presented in these financial statements.
The current period consolidated statement of financial position reflects the legal change in ownership of the Group, including the share capital of the Company. The opening consolidated statement of changes in equity as at January 1, 2024 has been restated to reflect the Company’s share capital structure as if it existed on that date.
The investment by the Company in RCT is eliminated and the difference between the fair value and nominal value of the shares was adjusted through the merger reserve in the Group statement of financial position, along with any existing share capital and share premium in Redcloud Technology Limited.
Going concern
The consolidated financial statements have been prepared on a going concern basis, which assumes that the Group will be able to realise its assets and discharge its liabilities in the normal course of business.
The
Group generated revenue of $
As
of December 31, 2025, the Company had a stockholders’ deficit of $
Accordingly, the Group remains dependent on its ability to generate sufficient cash flows from operations and/or raise additional capital to meet its obligations as they fall due and to fund ongoing operations and growth initiatives.
These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern and therefore its ability to realise its assets and settle its liabilities in the normal course of business.
Notwithstanding this material uncertainty, the Directors consider it appropriate to prepare the consolidated financial statements on a going concern basis, taking into account the following factors:
| ● | The Group entered into an Equity Line of Credit (ELOC) providing access to up to $ |
| ● | The Group issued senior convertible notes, raising approximately $ |
| ● | The Group executed ELOC
drawdowns in April and May 2026, generating approximately $ |
| ● | Previously issued warrants were exercised, generating approximately $ |
| ● | The Group obtained a GBP |
In
aggregate, the Group raised approximately $
Management believes the Company will be able to continue to develop new opportunities and will be able to obtain additional funds through debt and / or equity financing to facilitate its business strategy. These consolidated financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company have to curtail or be unable to continue operations.
| F-9 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 2 - Summary of significant accounting policies (continued)
Basis of consolidation
These consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions were eliminated in consolidation. Subsidiaries are entities the Company controls when it is exposed, or has rights, to variable returns from its involvement in the entity and can affect those returns through its power to direct the relevant activities of the entity. Subsidiaries are included in the consolidated financial results of the Company from the date of acquisition up to the date of disposition or loss of control.
At December 31, 2025, and 2024, the Company had the following subsidiaries:
| Subsidiaries | Country of Incorporation | Ownership % 2025 | Ownership % 2024 | Functional Currency | ||||||||
| Marketplace Technologies Nigeria Limited | ||||||||||||
| RedCloud Peru S.A.C | ||||||||||||
| RedCloud Technology Argentina SA | ||||||||||||
| RedCloud IP Limited | ||||||||||||
| RedCloud Technologies Brazil Servicos Digitais Ltda | ||||||||||||
| RedCloud Technologies (Pty) Ltd | ||||||||||||
| RedCloud Technologies (Portugal) Unipessoal Lda | ||||||||||||
| RedCloud Technologies, Inc. | ||||||||||||
| RedCloud Technologies UK Ltd | ||||||||||||
Audit Exemption for Subsidiaries
Under Section 479A of the Companies Act 2006, exemption from an audit of individual accounts will be taken by the following subsidiary undertakings:
| ● | RedCloud IP Limited |
| ● | RedCloud Technologies Ltd |
The Parent Company, RedCloud Holdings Plc, has provided a guarantee for all outstanding debts and liabilities to which the subsidiary companies listed above are subject at the end of the financial year, in accordance with Section 479C of the Companies Act 2006.
Basis of measurement –
The consolidated financial statements have been prepared on the historical cost basis, except for financial instruments measured at fair value when required as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When the Company is required to calculate the estimated fair value of financial instruments or other financial statement items, it uses quoted market prices when available. When quoted market prices are not available, fair value is determined based on valuation techniques using the best information available and may include quoted market prices, market comparable, and discounted cash flow projections.
| F-10 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 2 - Summary of significant accounting policies (continued)
Fair Value Measurements
Financial Accounting Standards Board (“FASB”) / Accounting Standards Codification (“ASC”) 820 – Fair Value Measurements and Disclosures defines fair value, establishes a framework for measuring fair value under U.S. GAAP, and expands disclosures about fair value measurements. In accordance with ASC 820, we have categorized our financial assets and liabilities based on the priority of the inputs to the valuation technique into a three-level fair value hierarchy as set forth below. If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
Financial assets and liabilities recorded in the accompanying consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:
Level 1 – Financial instruments whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market which we have the ability to access at the measurement date.
Level 2 – Financial instruments whose values are based on quoted market prices in markets where trading occurs infrequently or whose values are based on quoted prices of instruments with similar attributes in active markets.
Level 3 – Financial instruments whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the instrument.
As of December 31, 2025, and 2024, the carrying value of the Company’s financial assets and liabilities not measured at fair value approximated their fair value mainly because of their short-term maturity. These assets and liabilities included cash and equivalents, accounts receivable, accounts payable, and salaries and benefits payable, and taxes payable. The Company’s shareholder loans are stated at amortized cost, consistent with the terms of the agreement.
The Company elected the fair value option to record its convertible shareholder loan balances at fair value. The elections were held at the inception date of each loan. Changes in fair value of these loans are recorded each reporting period on a recurring basis in the consolidated statement of operations, which includes contractual interest in the loan agreements as well as fair value changes. See additional fair value discussion in Note 9 for these loans.
Use of Estimates –
The preparation of the consolidated financial statements are prepared in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used for, but not limited to, accounting for allowance for credit losses, share-based compensation, convertible shareholder loans, at fair value, and capitalized development costs. Actual results could differ from those estimates.
Allowance for Credit Losses:
Accounts receivables are recognized initially at fair value and subsequently measured at amortized cost, less any provisions. Provisions are estimated using the allowance for current expected credit losses (“CECL”) where any expected future credit losses are provided for, irrespective of whether a loss event has occurred at the reporting date. Estimates of expected credit losses consider the Company’s collection history by country and customer, deterioration of collection rates during the average credit period, as well as observable changes in and forecasts of future economic conditions that affect default risk. The Company utilizes a provision matrix by country to estimate lifetime CECL’s for accounts receivables, supplemented by specific allowance based on customer-specific data.
Share-Based Compensation:
Share-based compensation to employees, contractors and the Company’s Board of Directors (the “Board”) are measured at the fair value of the instruments issued and amortized over the vesting periods. Share based compensation to non-employees is measured at the fair value of goods or services received or the fair value of the equity instruments issued if it is determined the fair value of the goods or services cannot be reliably measured and are recorded at the date the goods or services are received. The Company operates an employee stock option plan. The corresponding amount is recorded to the additional paid-in capital caption within shareholders’ deficit, and the expense to the consolidated statements of operations and consolidated statements of comprehensive loss caption General and Administrative over the vesting period. The fair value of options is determined using the Black–Scholes pricing model which incorporates all market vesting conditions.
| F-11 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 2 - Summary of significant accounting policies (continued)
Useful Life of Intangible Assets
Intangible assets consist of software development costs, which are valued at historical cost. Intangible assets with definite useful life are amortized over the period of estimated benefit to be generated by those assets and using the straight-line method; their estimated useful life is five years.
Impairment of Long-Lived Assets
The Company reviews long-lived assets for impairments whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The impairment evaluation is performed at the lowest level of identifiable cash flows independent of other assets. The recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by the asset. If such asset is considered to be impaired on this basis, the impairment loss to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of such asset.
Convertible Shareholder Loans at Fair Value:
Convertible instruments are measured at fair value using valuation techniques that incorporate observable and unobservable inputs, including market interest rates, credit risk, and conversion features. Changes in fair value are recognized in the income statement.
Capitalized Development Costs:
The Company capitalizes eligible development expenditures when technical feasibility is established and it is probable that the asset will generate future economic benefits. Estimates are required to assess the stage of development, expected future cash flows, and useful life of the asset
Off Balance Sheet Arrangements
We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such financing arrangements.
| F-12 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 2 - Summary of significant accounting policies (continued)
Fair Value of Equity Instruments Issued in Non-Cash Transactions
In connection with our IPO and the conversion of shareholder loans into equity, we issued ordinary shares and other equity instruments in transactions that involved significant non-cash components. The determination of the fair value of these equity instruments requires management to apply valuation techniques that incorporate unobservable inputs, including estimates of the expected IPO valuation, discount rates, timing of conversion events, and market participant assumptions. These estimates involve significant judgment and changes in such assumptions could materially impact the amount recorded in additional paid-in capital, the classification of the transaction as a modification or extinguishment, and the recognition of gains or losses in the consolidated statements of operations.
Debt Extinguishment and Modification Accounting
During the year ended December 31, 2025, the Company completed several financing transactions, including the conversion of shareholder and convertible loans into equity. Determining whether such transactions should be accounted for as debt extinguishments or modifications under ASC 470 requires significant judgment. Management evaluates the economic substance of the revised terms, changes in contractual cash flows, the fair value of equity issued, and whether the transaction represents a substantive change from the original debt arrangement. These assessments require complex valuation inputs and considerations of market terms for instruments with similar credit risk profiles. Different judgments or the use of alternative valuation methodologies could result in materially different outcomes in the consolidated financial statements.
Estimation of Voucher Redemption Liabilities (ASC 606 Consideration Payable)
The Company utilizes marketing voucher programs that provide incentives to Red101 customers. Under ASC 606, these vouchers represent consideration payable to customers and therefore reduce revenue. Management is required to estimate the expected redemption rate, breakage, and timing of voucher usage based on historical redemption behaviors, current customer activity levels, and expected future platform usage. These estimates involve significant judgment due to the variability of customer behavior, macroeconomic conditions, and promotional intensity. Changes in redemption patterns or updates to historical data may result in material adjustments to revenue, marketing and commissions expense, and voucher liabilities.
Foreign Currency Translation and Functional Currency Determination
The Company operates in multiple countries with differing regulatory environments and volatile currency regimes, including Nigeria, Argentina, and other emerging markets. Determining the appropriate functional currency for each subsidiary requires management to assess the primary economic environment in which each entity generates and expends cash. In addition, translating foreign operations into U.S. dollars requires evaluating exchange rates, remeasurement methods, and the impact of significant currency devaluations. These assessments involve substantial judgment, particularly in jurisdictions subject to high inflation, price controls, or rapid currency fluctuations. Changes in functional currency determinations or translation assumptions could materially impact foreign currency gains and losses recorded in the consolidated statements of operations and accumulated other comprehensive income.
In economies determined to be highly inflationary (generally where cumulative three-year inflation approximates or exceeds 100%), the Company applies the provisions of ASC 830 applicable to such environments. In these circumstances, the functional currency of the relevant subsidiary is deemed to be the Company’s reporting currency (U.S. dollar), and the financial statements are remeasured rather than translated. Monetary assets and liabilities are remeasured at period-end exchange rates, while non-monetary items and equity are remeasured at historical rates. Resulting remeasurement gains and losses are recognized in the consolidated statements of operations.
As of December 31, 2025, the Company has concluded that Argentina is a highly inflationary economy and has applied remeasurement accounting for its Argentine operations. Nigeria, while subject to significant currency volatility and inflationary pressures, did not meet the threshold for highly inflationary accounting at period end; however, it remains subject to ongoing monitoring given the potential for rapid changes in economic conditions.
For entities operating in non-highly inflationary economies, assets and liabilities are translated into U.S. dollars at period-end exchange rates, while income and expense items are translated at average exchange rates for the period. Resulting translation adjustments are recorded in accumulated other comprehensive income.
These assessments, including functional currency determinations, evaluation of highly inflationary status, and selection of appropriate exchange rates, require significant judgment. Changes in these assumptions or in economic conditions could materially impact foreign currency gains and losses recognized in the consolidated statements of operations and accumulated other comprehensive income, and may increase volatility in reported earnings.
| F-13 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 2 - Summary of significant accounting policies (continued)
Going Concern Assessment and Forecasting Assumptions
In evaluating the Company’s ability to continue as a going concern, management must estimate future cash flows, operating performance, working capital needs, and the availability of external financing. These estimates require significant judgment, particularly given the Company’s historical operating losses, the timing and magnitude of expected revenue growth, and assumptions regarding future capital-raising activities. Management also incorporates uncertainty related to macroeconomic conditions, foreign market risks, and the performance of newly launched business lines. Changes in these assumptions or unforeseen adverse developments could materially affect the outcome of the going concern assessment and related disclosures.
Capitalization of Software Development Costs and Useful Life Estimation
The Company capitalizes certain software development costs associated with enhancements to its RedAI infrastructure and related products. Determining which expenditures meet the capitalization criteria under ASC 350-40 involves significant judgment regarding the technological feasibility of the platform, the nature of development activities, and the expected future economic benefits. In addition, the estimated useful life of capitalized software requires management to assess the speed of technological change, anticipated product roadmap, and the expected period of customer utility. A change in the estimated useful life or the determination of which development efforts qualify for capitalization could materially impact amortization expense and the carrying value of intangible assets.
Cash, cash equivalents and restricted cash
The Company considers all highly liquid investments with an original maturity of three months or less when purchased, consisting primarily of deposits held at call with banks and other short-term liquid investments, to be cash equivalents.
The Company’s management assesses balances for credit losses included in cash and cash equivalents, except for those recorded at fair value with impact on the statement of operations, based on a review of the average period for which the financial asset is held, credit ratings of the financial institutions and probability of default and loss given default models. The Company did not recognize any credit loss on the cash and cash equivalents for the years ended December 31, 2025, and 2024.
The
balance of restricted cash on December 31, 2025, and 2024, was $
and $
Allowance for credit losses
Accounts receivable is recognized initially at fair value and subsequently measured at amortized cost, less any provisions. Provisions are estimated using the allowance for current expected credit losses (“CECL”) where any expected future credit losses are provided for, irrespective of whether a loss event has occurred at the reporting date. Estimates of expected credit losses consider the Company’s collection history by country and customer, deterioration of collection rates during the average credit period, as well as observable changes in and forecasts of future economic conditions that affect default risk. The Company utilizes a provision matrix by country to estimate lifetime CECL’s for accounts receivables.
Changes in the allowance are recognized as bad debt expense in the consolidated statements of operations. When the Company determines that no recovery of the amount owed is possible, the amount is deemed irrecoverable, and the financial asset is written off. The write-off policy varies by country, which could be a statutory period of time, while in other countries this is determined by judgment or otherwise when discharged by bankruptcy or other legal proceedings.
Concentration of credit risk
Cash
and cash equivalents, and accounts receivable are potentially subject to credit risk. A substantial portion of the Company’s cash
balance is held with a single financial institution in the United Kingdom on December 31, 2025, and 2024, and at least
Property and equipment, net
Property and equipment are recorded at their acquisition cost and depreciated over their estimated useful lives using the straight-line method. Repair and maintenance costs are expensed as incurred.
| F-14 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 2 - Summary of significant accounting policies (continued)
Leases
The Company determines if an arrangement is a lease at inception. For the years ended December 31, 2025 and 2024, the Company determined its arrangements for office space are service agreements, and outside the scope of lease accounting and FASB ASC 842. As such, there are no amounts recorded for the right of use assets or lease liabilities. Costs associated with these arrangements are included in general and administrative expenses on the consolidated statements of operations.
Intangible assets
Intangible assets consist of software development costs, which are valued at historical cost. Intangible assets with definite useful life are amortized over the period of estimated benefit to be generated by those assets and using the straight-line method; their estimated useful life is five years. Development expenditure is capitalized during the application development stage, which includes costs such as design, coding, hardware installation and testing. See disclosure of the Company’s intangible assets subject to amortization in Note 6, Intangible Assets.
The Company’s “Product and technology development” costs on the consolidated statements of operations include costs to operate and maintain the ecommerce site, as well as costs that are not eligible for capitalization and are expensed as incurred.
Impairment of long-lived assets -
The Company reviews long-lived assets for impairments whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The impairment evaluation is performed at the lowest level of identifiable cash flows independent of other assets. The recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by the asset. If such asset is considered to be impaired on this basis, the impairment loss to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of such asset. As of December 31, 2025, and 2024, there were no events or changes in circumstances that indicate that the carrying value of an asset may not be recoverable.
Share-based compensation to employees, contractors and the Company’s Board are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based compensation to non- employees is measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received.
The Company operates an employee stock option plan. The corresponding shared-based compensation is recorded as an increase in additional paid-in capital, and the expense is recorded in the consolidated statements of operations within general and administrative expense over the vesting period. The fair value of options is determined using the Black–Scholes pricing model which incorporates all market vesting conditions.
Accruals of compensation cost for an award with a performance condition shall be based on the probable outcome of that performance condition. Compensation cost is accrued if it is probable that the performance condition will be achieved and is not accrued if it is not probable that the performance condition will be achieved. Performance conditions that restrict the ability of the award holder to exercise the option unless stated events occur (such as a change in control, public offering of the Company’s common shares, or other exit event) are deemed not probable to occur until they occur. Such conditions also affect the vesting period and expected life of the options for accounting purposes, which is calculated with respect to the passage of time from the grant date until the date the awards is exercisable by the award holder.
For awards with graded vesting schedules, the Company has elected to calculate the fair value as a single award and recognize expense over the total expected vesting period rather than in tranches. The Company has elected to recognize forfeitures as they occur. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.
| F-15 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 2 - Summary of significant accounting policies (continued)
The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation. Stock-based compensation cost is measured at the grant date based on the estimated fair value of the award and is recognized as an expense over the vesting period on a straight-line basis. The Company recognizes compensation expense for all stock-based awards with graded or cliff vesting, net of estimated forfeitures if applicable.
Upon exercise of a stock option, the proceeds received are credited to common stock and additional paid-in capital (APIC). The Company issues new shares upon exercise; there have historically been no treasury shares.
Forfeitures and expirations of stock options do not result in reversal of previously recognized compensation expense. Any previously recognized amounts remain in APIC.
Income Taxes
Deferred Income Taxes - Overall
The Company is subject to income taxes in the United Kingdom (“UK”), where the Parent Company is domiciled and the foreign jurisdictions of the Company’s subsidiaries. The Company accounts for income taxes under the asset and liability method. Deferred income taxes are recognized for temporary differences between financial statement carrying amounts and the tax basis assets, liabilities, and loss carryforwards at income tax rates expected to be in effect when such amounts are realized or settled. The effect on deferred income taxes from a change in tax rates is recognized in income tax (expense) benefit in the period that includes the enactment date.
The Company’s income tax (expense) benefit consists of income taxes that are currently payable or refundable, and the change during the reporting of the Company’s deferred income tax assets and liabilities.
Deferred Income Taxes – Valuation Allowance
Management evaluates the realizability of net deferred income tax assets to determine if a valuation allowance is required. We assess whether a valuation allowance should be established based on the consideration of all available evidence using a “more-likely-than-not” standard, with significant weight being given to evidence that can be objectively verified. Since we operate in multiple jurisdictions, we assess the need for a valuation allowance on a jurisdiction-by-jurisdiction basis, considering the effects of local tax law. In connection with Management’s assessment, factors such as the nature, frequency, and magnitude of current and cumulative losses on an individual subsidiary basis, projections of future taxable income, the duration of statutory carryforward periods, as well as feasible tax planning strategies that would be employed by the Company to prevent tax loss carryforwards from expiring.
Deferred Income Taxes – Undistributed Earnings from Foreign Subsidiaries
Management assesses whether undistributed earnings from its foreign subsidiaries will be reinvested indefinitely or eventually distributed to the UK Parent. The Company is required to record a deferred tax liability for undistributed earnings from foreign subsidiaries that will not be reinvested indefinitely and will be eventually repatriated to the UK Parent.
Deferred Income Taxes – Uncertain Income Tax Positions
The Company recognizes an income tax benefit for an income tax position taken or expected to be taken on an income tax return if the more-likely-than-not recognition threshold is met by the end of the reporting period, or is effectively settled through examination, litigation, or negotiation, or if the statute of limitations for the relevant taxing authority to examine and challenge the tax position has expired. The income tax benefit recognized in the financial statements from such a position is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution.
| F-16 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 2 - Summary of significant accounting policies (continued)
Penalties and interest related to uncertain income tax positions are recorded as an expense. Significant judgment is required in the identification of uncertain income tax positions and in the estimation of penalties and interest on uncertain income tax positions.
Comprehensive loss
Comprehensive loss is comprised of two components, net income (loss) and other comprehensive income (loss). This last component is defined as all other changes in the equity of the Company that result from transactions other than with shareholders. Other comprehensive income (loss) includes the cumulative foreign currency translation adjustments relating to the translation of the consolidated financial statements of the Company’s foreign subsidiaries outside of the United Kingdom.
Reporting and foreign currency
The Parent Company entity’s functional currency is the Great British Pound, however as an anticipated foreign private issuer with the SEC, the Company elects to report in US dollars as permitted by SEC Regulation S-X 210.3. All the Company’s foreign operations have determined the local currency to be their functional currency, except for Argentina, which is discussed in more detail below. Accordingly, the foreign subsidiaries with local currency as functional currency translate assets and liabilities from their local currencies into US dollars by using year-end exchange rates while income and expense accounts are translated at the average monthly rates in effect during the year, unless exchange rates fluctuate significantly during the period, in which case the exchange rates at the date of the transaction are used. The resulting translation adjustment is recorded as a component of other comprehensive income (loss). Gains and losses resulting from transactions denominated in non-functional currencies are recognized in earnings in the consolidated statements of operations as foreign currency loss (gain).
Argentine currency status
The
Company reports its Argentine operations as highly inflationary status in accordance with US GAAP for the years ended December 31, 2025,
and 2024, and changed the functional currency for its Argentine subsidiary from Argentine Pesos to the United States Dollar, which is
the appropriate functional currency of the entity based on the highly inflationary status. Transactions are then converted to the US
Dollar, which is the reporting currency of its Parent Company. Argentina’s three-year cumulative inflation rate for the years ended
December 31, 2025, and 2024 was
Argentine exchange regulations
In the second half of 2019, the Argentine government instituted exchange controls restricting the ability of companies and individuals to exchange Argentine Pesos for foreign currencies and their ability to remit foreign currency out of Argentina. An entity’s authorization request to the Central Bank of Argentina (“CBA”) to access the official exchange market to make foreign currency payments may be denied depending on the circumstances. As a result of these exchange controls, markets in Argentina developed trading mechanisms, in which an entity or individual buys US dollar denominated securities in Argentina (i.e. shares, sovereign debt) using Argentine peso, and subsequently sells the securities for US dollars, in Argentina, to access
US dollars locally, or outside Argentina, by transferring the securities abroad, prior to being sold (the latter commonly known as Blue-Chip Swap Rate). The Blue-Chip Swap Rate has diverged significantly from Argentina’s official exchange rate (commonly known as exchange spread).
The
Company uses Argentina’s official exchange rate to account for transactions in its Argentine business, which as of December 31,
2024, reflected a devaluation of approximately
| F-17 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 2 - Summary of significant accounting policies (continued)
Revenue recognition
The Company’s revenue comes from a single product offering – the final value fees of sales that occurs on its ecommerce platform. See disaggregation of the Company’s revenue in Note 10, Reportable Segments.
The Company enters written contracts with platform sellers entitling the Company to a stated percentage of the platform seller’s sales on the Company’s ecommerce platform (“final value fees”). The Company has one performance obligation to its Sellers on the Marketplace platform and this performance obligation is to connect buyers and sellers on the Company’s ecommerce platform.
The Company recognizes revenue when it transfers control of promised goods or services to customers. The Company’s compensation of final value fees is recognized at the point in time when an item is sold on the platform, satisfying this performance obligation.
Revenue is recognized in an amount that reflects the consideration to which the Company expects to be entitled. Revenue is recognized net of any taxes collected, which the Company subsequently remits to governmental authorities. The Company invoices the platform sellers monthly based on the contracted percentage based final value fee of transaction activity occurring on the Company’s ecommerce platform. Payments are due from customers within 30 to 90 days.
The Company provides incentives to buyers and sellers in various forms including discounts on fees, discounts on items sold, coupons and rewards. Evaluating whether a promotion or incentive is a payment to a customer may require significant judgment. Promotions and incentives that are consideration payable to a customer (platform seller) are recognized as a reduction of revenue at the later date of when revenue is recognized or when the Company pays or promises to pay the incentive. Promotions and incentives to platform buyers on our platform, to whom the Company has no performance obligation, are recognized as marketing and commissions expense and are recorded on the consolidated statements of operations under the “Marketing and commissions” caption.
The Company determined it is an agent regarding sales transactions on its ecommerce platform and not a principal. As such, the Company’s revenue reflects only the final value fees and not the gross transaction value of products and services sold on the platform.
The Company elected as a permitted practical expedient to not adjust the customer contract consideration for significant financing components when the period between the transfer of the Company’s services and customer payment is one year or less.
The Company elected as a permitted practical expedient to expense, as incurred, the costs of obtaining a customer contract such as sales commissions and other selling transaction costs when the amortization period of the assets otherwise would be one year or less. Accordingly, the Company has no assets recorded for costs to obtain a customer contract as there are no contracts where the underlying asset would have a life exceeding one year.
Segment Information
Operating segments are components of the Company that engage in business activities from which they may earn revenues and incur expenses, for which discrete financial information is available, and whose operating results are regularly reviewed by the Company’s Chief Executive Officer, who is the chief operating decision maker (“CODM”), to assess performance and make resource-allocation decisions. The CODM reviews consolidated financial information to evaluate the Company’s overall financial performance and also regularly reviews monthly disaggregated financial and operating information for the Company’s operating segments. The information reviewed includes revenue, operating expenses, operating profit or loss, actual-to-forecast variances, total transaction value, take rate, marketing efficiency, customer activity and headcount. Revenue and operating profit or loss are the principal financial measures used by the CODM to assess segment performance and allocate resources. The CODM uses revenue to evaluate the scale and growth of each operating segment and operating profit or loss to evaluate segment profitability and the efficiency of resources deployed. The Company applies the quantitative thresholds in ASC 280 when determining which operating segments are separately reportable. Comparative segment information is recast, when required, to conform to the current-period reportable-segment presentation. See Note 10, “Reportable Segments.”
Marketing and commissions costs
The
Company expenses the costs of advertisements in the period during which the advertising space or airtime is used within Marketing and
commissions costs on the consolidated statements of operations. Internet advertising expenses are recognized based on the terms of the
individual agreements, which is generally over the greater of the ratio of the number of clicks delivered over the total number of contracted
clicks, on a pay-per-click basis, or on a straight-line basis over the term of the contract. Marketing and commissions costs for the
years ended December 31, 2025, and 2024 amounted to $
| F-18 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 2 - Summary of significant accounting policies (continued)
Offering Costs
Offering costs include the legal, accounting, printing, mailing and filing fees, charges of our escrow holder and transfer agent, the reimbursement of bona fide due diligence expenses of broker dealers and commissions of selling broker dealers. These offering costs will be accounted for as a deferred charge until the Company begins selling the respective shares from the Initial Public Offering (“IPO”) (see Note 17), after which the offering costs will be offset against proceeds received from the Offering in the consolidated statement of changes in stockholders’ equity (deficit).
Supplemental cash flow disclosures -
There
was $nil and $nil cash paid for income taxes in the years ended December 31, 2025 and 2024, respectively. Non-cash investing and financing
activities: for the year ended December 31, 2025, the Company converted $
Recently adopted accounting standards
During the year ended December 31, 2025, the Company did not adopt any new accounting standards issued by the Financial Accounting Standards Board (“FASB”) that had a material impact on its consolidated financial statements.
Recent accounting pronouncements not yet adopted
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures. The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, as well as new disclosure requirements for entities with a single reportable segment. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted this guidance effective January 1, 2024. The adoption did not have a material impact on the consolidated financial statements but resulted in enhanced segment disclosures, which are reflected in the consolidated financial statements for the year ended December 31, 2025.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update enhance transparency in income tax disclosures, including more detailed rate reconciliation categories, disaggregation of income taxes paid by jurisdiction, and disclosure of pretax income (or loss) and income tax expense (or benefit) by jurisdiction. The amendments are effective for annual periods beginning after December 15, 2024. The Company adopted this guidance effective January 1, 2025. The adoption did not have a material impact on the consolidated financial statements but resulted in enhanced income tax disclosures, which are reflected in the consolidated financial statements for the year ended December 31, 2025.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income – Expense Disaggregation Disclosures. The amendments in this update require public business entities to provide more detailed disclosures about the nature of certain income statement expenses, enhancing the transparency and usefulness of financial reporting. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The standard may be applied either prospectively or retrospectively to all prior periods presented. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
In September 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40). The amendments in this update modernize the accounting for internal-use software costs to better reflect current software development practices, including iterative and agile development methodologies. The guidance removes the requirement to apply a project-stage model in determining when to capitalize software development costs and instead requires capitalization to begin when management has authorized and committed to funding the project and it is probable that the software will be completed and used for its intended purpose (the “probable-to-complete” threshold). The amendments do not change the types of costs that may be capitalized, and costs such as training, maintenance and data conversion will continue to be expensed as incurred. The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted. The standard may be applied prospectively, retrospectively or using a modified transition approach. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
| F-19 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 3 - Accounts receivables and other receivables (continued)
The Company’s accounts and other receivable are recorded at amortized cost. The accounts and other receivables balance at December 31, 2025 and 2024, consists of the following:
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Accounts receivable | $ | $ | ||||||
| Other receivables | ||||||||
| Total | ||||||||
| Allowance for credit losses | ( | ) | ( | ) | ||||
| Total accounts and other receivables, net | $ | $ | ||||||
Changes in allowance for doubtful accounts in the year ended December 31, 2024, relate to establishing an additional allowance for expected credit losses. The Company has no amounts written-off that are still subject to collection enforcement activity at December 31, 2025.
The Company’s December 31, 2025, aging of accounts receivable is as follows:
| 1-30 Days | $ | |||
| 31-60 Days | ||||
| 61-90 Days | ||||
| 91+ Days | ||||
| Total accounts receivables | $ |
The Company’s December 31, 2024 aging of accounts receivable is as follows:
| 1-30 Days | $ | |||
| 31-60 Days | ||||
| 61-90 Days | ||||
| 91+ Days | ||||
| Total accounts receivables | $ |
| F-20 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 3 - Accounts receivables and other receivables (continued)
A continuity schedule of the allowance for expected credit losses for the years ended December 31, 2025, and 2024 is as follows:
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Balance at January 1 | $ | ( | ) | $ | ||||
| Current period additions for expected credit losses | ( | ) | ( | ) | ||||
| Write-offs charges against allowance | ||||||||
| Balance at December 31 | $ | ( | ) | $ | ( | ) | ||
Trade receivables are stated at amortized cost, net of an allowance for expected credit losses. The Company estimates this allowance using a matrix-based aging model in accordance with ASC 326, which applies predefined loss rates to receivables grouped by aging buckets. These rates are derived from historical loss experience and adjusted for management’s expectations of future conditions.
Receivables are aged by invoice date and netted against any customer payables where contractual offset rights exist. The aging buckets and corresponding estimated credit loss percentages are as follows:
| Aging Bucket | Estimated Credit Loss % | |||
| Current (0–29 days) | % | |||
| 30–59 days | % | |||
| 60–89 days | % | |||
| 90–119 days | % | |||
| 120+ days | % | |||
The allowance is calculated by applying these rates to the net aged receivable balances across each operating entity. No additional quantitative overlays were applied, and management has determined that the current model sufficiently captures expected losses.
Note 4 - Prepayments and other current assets
Prepayments
Prepayments consisted of the following at December 31:
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Prepayments | $ | $ | ||||||
| Deferred Offering Costs | ||||||||
| Total prepayments | $ | $ | ||||||
Other current assets
Other current assets consisted of the following at December 31:
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Sales tax receivable | $ | $ | ||||||
| Deposits | ||||||||
| Total current assets | $ | $ | ||||||
| F-21 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 5 - Property and equipment, net
The following table presents the changes in property and equipment for the year ended December 31
| Opening | Accumulated | |||||||||||||||||
| 2025 | Useful Lives | balance | Additions | Depreciation | Net | |||||||||||||
| Computer equipment | $ | $ | $ | $ | ||||||||||||||
| Office equipment | ||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||
| Opening | Accumulated | |||||||||||||||||
| 2024 | Useful Lives | balance | Additions | Depreciation | Net | |||||||||||||
| Computer equipment | $ | $ | $ | $ | ||||||||||||||
| Office equipment | ||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||
Depreciation
expense for the years ended December 31, 2025 and 2024 was $
At December 31, 2025, and 2024, the Company’s property, plant and equipment had no significant restrictions on title or pledges as security for liabilities, there are no significant commitments for future purchases, and there were no significant disposals during the years ended December 31, 2025, and 2024.
Note 6 - Intangible assets, net
A continuity schedule of intangible assets at December 31, 2025, and 2024 is as follows:
| December | ||||||||
| Capitalized Software Development | ||||||||
| 2025 | 2024 | |||||||
| Cost | ||||||||
| Balance at January 1 | $ | $ | ||||||
| Additions | ||||||||
| Foreign exchange impact | ( | ) | ||||||
| Balance at December 31, 2025, 2024 | ||||||||
| Accumulated Amortization | ||||||||
| Balance at January 1 | ||||||||
| Additions | ||||||||
| Foreign exchange impact | ( | ) | ||||||
| Balance at December 31, 2025, 2024 | ||||||||
| Net Book Value at December 31, 2025, 2024 | $ | $ | ||||||
| F-22 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 6 - Intangible assets, net (Continued)
The Company’s intangible assets consist of capitalized software development costs for its hosted ecommerce platform with related ongoing functionality and enhancements. The gross cost of the intangible assets is amortized over their estimated useful lives of five years, as the Company does not expect the assets to have significant residual value.
Amortization
expense for the years ended December 31, 2025 and 2024 was $
At December 31, 2025, the estimated aggregate amortization expense for each of the next five years is as follows:
| 31 December 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
Note 7 - Accrued expenses
Accrued expenses consisted of the following at
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Accrued payables | $ | $ | ||||||
| Employment taxes payable | ||||||||
| Other accrued expenses | ( | ) | ||||||
| Total accrued expenses | $ | $ | ||||||
Certain
employees of the Company’s United Kingdom legal entities participate in defined contribution pension plans. The Company recorded
$
| F-23 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 8 – Other current liabilities
Other current liabilities consisted of the following at:
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Withholding tax payable | $ | |||||||
| Total other current liabilities | $ | $ | ||||||
Note 9 – Borrowings
Indebtedness
and other financial liabilities at December 31, 2025 comprise (i) unsecured shareholder term loans (current) of $
Unsecured Shareholder Term Loans
During 2024, the Group consolidated multiple historic shareholder term loans into a restated consolidated facility executed in September 2024. In March 2025, immediately prior to the IPO, a substantial portion of these borrowings—including the October and December 2024 loans and the January 2025 loan—was capitalized and converted into equity as part of the pre-IPO capital structure actions (see Note 17).
The
remaining balances presented as current borrowings at December 31, 2025 and December 31, 2024 totaled $
In September 2024, following expiry of the December 2023 restated consolidated loan agreement, the Company executed a new unsecured term loan agreement in September 2024. This new facility consolidated the November 2023, December 2023, January 2024, May 2024, June 2024, July 2024, and August 2024 unsecured term loans, including rolled-up interest.
Key terms:
| ● | Commencement date: September 1, 2024 |
| ● | Interest rate: % per annum |
| ● | Up to £ ($ million) repayable upon IPO completion |
| ● | Remaining balance due on the earlier of: |
| ○ | September 1, 2029, or |
| ○ | Within 15 business days following written notice on set dates tied to the IPO anniversary or, if no IPO occurred, rolling monthly dates after 18 months from agreement execution. |
In accordance with ASC 470-50, the Company assessed whether the refinancing represented a modification or extinguishment. The present value of future cash flows under the new terms was £ ($), a % increase from the carrying value of the original debt. As this exceeded the % threshold, the transaction was accounted for as a debt extinguishment.
| F-24 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 9 - Borrowings (continued)
The
Company recognized a loss on extinguishment of £ ($
On January 23, 2025, the Company entered into an unsecured term loan with a shareholder for £, bearing % interest per annum. This loan was executed on identical terms to the September 2024 restated facility.
This loan was converted to equity immediately prior to the IPO (see Note 17).
The Company entered into two additional unsecured loans with a shareholder during Q4 2025:
| ● | November 26, 2025: Loan of CHF at % per annum |
| ● | December 17, 2025: Loan of CHF at % per annum |
Both loans were provided by C. Byland (shareholder) and remained outstanding as at December 31, 2025.
Short-term borrowings
During 2025, the Company obtained two external bank facilities from Lienhardt & Partner Privatbank Zürich AG, each fully guaranteed by related-party shareholders.
| ● | September
22, 2025 – £ |
| ● | On
October 27, 2025, the Company drew an additional £ |
The
total outstanding balance under this facility at December 31, 2025 was £
Convertible shareholder loans — fair value option (eliminated in 2025)
The Company had previously elected the fair value option for certain convertible shareholder loans, with fair value changes recognized in other expense until conversion. Immediately prior to the March 2025 IPO, all outstanding convertible shareholder loans were converted into ordinary shares, resulting in no outstanding balance at December 31, 2025 (see Note 17). Until conversion, these instruments were measured using observable inputs (Level 2), including market-based discount rates and instrument-specific conversion features.
Roll-forward — Shareholder convertible loans (at fair value)
Prior to conversion, fair value changes on the convertible loans were recorded in “Loss from change in fair-value of convertible shareholder loans” within other expense in the consolidated statements of operations. Following conversion, no convertible loan balances remain outstanding.
Maturities and classification
At
December 31, 2025, interest-bearing liabilities consist of current unsecured shareholder term loans of $
| F-25 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 9 - Borrowings (continued)
Convertible Shareholder Loans at Fair Value
The changes in fair value appear in the caption “Loss from change in fair-value of convertible shareholder loans” on the consolidated statement of operations. A continuity schedule of the convertible shareholder loans, including changes in fair value, for the years ended December 31, 2025, and 2024 is as follows:
| Shareholder convertible loans, at fair value | ||||||||
| 2025 | 2024 | |||||||
| Balance at January 1 | $ | $ | ||||||
| Changes in fair value | ||||||||
| Conversion to common shares | ( | |||||||
| Borrowings | ||||||||
| Foreign exchange impacts | ( | |||||||
| Balance at reporting period end | $ | $ | ||||||
Debt Maturities
The long-term Shareholders loan was converted to equity [see note 17].
The following table summarized the stated debt maturities and scheduled amortization payments, excluding debt premiums and discounts, for each of the five years subsequent to December 31, 2025, and thereafter:
| 31 December 2025 | ||||||||||||
| Shareholder loans payable- current and long-term | Short-term borrowings | Shareholder convertible loans at fair value | ||||||||||
| Remaining 2025 | $ | $ | $ | |||||||||
| 2026 | ||||||||||||
| 2027 | ||||||||||||
| 2028 | ||||||||||||
| 2029 | ||||||||||||
| Thereafter | ||||||||||||
| Less: debt discount | ||||||||||||
| Total borrowings | $ | $ | $ | |||||||||
Reconciliation of liabilities arising from financing activities
The following table provides a reconciliation of the Company’s liabilities arising from financing activities for the year ended December 31, 2025, including both cash and non-cash movements:
| Dec-25 | ||||||||||||||||
| Shareholder loans | Short-term borrowings | Convertible loans | Total | |||||||||||||
| Balance at January 1, 2025 | ||||||||||||||||
| Cash flows - Proceeds from borrowings | ||||||||||||||||
| Cash flows - Repayments | ( | ) | ( | ) | ||||||||||||
| Non-cash - Conversion to equity | ( | ) | ( | ) | ( | ) | ||||||||||
| Non-cash - Accrued interest | ||||||||||||||||
| Non-cash - FX and other | ( | ) | ( | ) | ||||||||||||
| Balance at December 31, 2025 | ||||||||||||||||
The significant non-cash movement during the year primarily relates to the conversion of shareholder and convertible loans into equity in connection with the Company’s initial public offering and capital restructuring.
Note 10 - Reportable segments
The Company’s operating segments reflect the components for which discrete financial information is available and whose operating results are regularly reviewed by the Company’s Chief Executive Officer, who is the Company’s chief operating decision maker (“CODM”), for purposes of assessing performance and allocating resources.
The CODM reviews consolidated financial information to evaluate the Company’s overall financial performance. The CODM also receives and reviews monthly disaggregated financial and operating information for the Company’s geographic operations and its United Kingdom operations. The information regularly reviewed by the CODM includes revenue, operating expenses, operating profit or loss, actual-to-forecast variances, total transaction value, take rate, marketing efficiency, customer activity and headcount.
Revenue and operating profit or loss are the principal financial measures used by the CODM to assess segment performance and allocate resources. The CODM uses revenue to evaluate the scale and growth of each operating segment and uses operating profit or loss to evaluate segment profitability and the efficiency of resources deployed. Operating profit or loss is the measure of segment profit or loss reported in accordance with ASC 280. The CODM uses these measures, together with the other financial and operating information described above, to compare performance among the Company’s markets, evaluate transaction and customer trends, assess marketing efficiency and staffing requirements, evaluate technology and platform investment, and determine whether resources should be maintained, reduced or increased within individual operating segments.
| F-26 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 10 - Reportable segments (continued)
For the years ended December 31, 2025 and 2024, the Company’s reportable segments were Nigeria, South Africa, Argentina, the United Kingdom and Other. Other comprises the Company’s operating segments in Brazil, Portugal and Peru, none of which individually met the quantitative thresholds for separate reporting for the periods presented.
Nigeria
exceeded the applicable quantitative threshold in both periods. South Africa exceeded the applicable
Argentina exceeded the applicable revenue threshold in 2024. Although Argentina did not exceed the revenue threshold in 2025, management concluded that continued separate presentation was appropriate because Argentina was a reportable segment in the immediately preceding period, continued to be separately reviewed by the CODM, and separate presentation provides useful comparative information regarding the significant year-over-year change in Argentina’s operations.
The Nigeria, South Africa, Argentina, Brazil, Portugal and Peru operating segments consist principally of the Company’s intelligent trade infrastructure and associated products in their respective markets. These operations facilitate business-to-business transactions and provide related data, analytics and technology-enabled services to brands, distributors, wholesalers and retailers.
The United Kingdom operating segment undertakes the Company’s centralized software-development, platform, technology, corporate and Group-support activities and incurs central operating costs that are not directly attributable to the Company’s revenue-generating country operations. The United Kingdom operating segment also holds substantially all of the Group’s computer equipment, capitalized software and other intangible assets.
Discrete financial information for the United Kingdom operating segment is available and regularly reviewed by the CODM, including operating costs, technology expenditure, computer equipment and intangible-asset investment. The CODM uses this information to assess the performance and resource requirements of the United Kingdom operating segment and to make decisions regarding software development, technology investment, corporate expenditure, headcount and the allocation of resources supporting the Company’s global operations.
The accounting policies used to measure segment revenue, expenses, operating profit or loss and the specified asset information regularly provided to the CODM are consistent with the accounting policies used to prepare the consolidated financial statements. Costs are attributed to the operating segment in which they are incurred. Centralized software-development, platform, technology, corporate and Group-support costs that are not directly attributable to the revenue-generating country operations are reported in the United Kingdom operating segment. Intercompany balances and transactions are eliminated in consolidation.
Costs are attributed to the operating segment in which they are incurred. Centralized software-development, platform, technology, corporate and Group-support costs that are not directly attributable to the revenue-generating country operations are reported in the United Kingdom operating segment. Intercompany balances and transactions are eliminated in consolidation.
The significant expense categories presented in the tables below are the significant expense categories regularly provided to the CODM and included in the reported measure of segment operating profit or loss. Management considered both quantitative and qualitative factors in determining the significant expense categories disclosed.
Other segment items represent the difference between segment revenue less the significant expense categories separately disclosed and segment operating profit or loss. There were no material other segment items for the years ended December 31, 2025 and 2024 because the significant expense categories presented in the tables below comprise substantially all expenses included in segment operating profit or loss.
The Company develops and manages the global ecommerce platform in the United Kingdom, with its revenue seeking operations in the foreign countries. The Company’s segments reported by country are consistent with its views of regulatory, economic and currency risks for the businesses as well. Statements of operations for the Company’s reporting segments for the years ending December 31, 2025, and 2024 are as follows:
| F-27 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 10 - Reportable segments (continued)
The following table presents segment revenue, significant segment expenses, operating profit or loss and other financial information for the year ended December 31, 2025:
| Year Ended December 31, 2025 | Nigeria | South Africa | Argentina | United Kingdom | Other | Total | ||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||
| Salaries, benefits, contractor costs | ||||||||||||||||||||||||
| Marketing and commissions | ||||||||||||||||||||||||
| Travel | ( | ) | ||||||||||||||||||||||
| Professional fees | ||||||||||||||||||||||||
| Product and technology development | ||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||
| Net loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Other expense: | ||||||||||||||||||||||||
| Interest expense | ( | ) | ||||||||||||||||||||||
| Loss on Debt Extinguishment | ||||||||||||||||||||||||
| Loss from change in fair-value of convertible Shareholder loans | ||||||||||||||||||||||||
| Stock based Compensation | ||||||||||||||||||||||||
| Other Income | ( | ) | ( | ) | ||||||||||||||||||||
| Gain/Loss of investment in subsidiaries | ||||||||||||||||||||||||
| Foreign currency loss/(gain) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Net loss before income taxes | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Income tax benefit (expense) | $ | |||||||||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
Other comprises the Company’s operating segments in Brazil, Portugal and Peru. None of these operating segments individually met the quantitative thresholds for separate reporting for the year ended December 31, 2025
| F-28 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 10 - Reportable segments (continued)
The following table presents segment revenue, significant segment expenses, operating profit or loss and other financial information for the year ended December 31, 2024. The 2024 segment information has been recast to present South Africa separately and to conform to the 2025 reportable-segment presentation:
| Year Ended December 31, 2024 | Nigeria | South Africa | Argentina | United Kingdom | Other | Total | ||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||
| Salaries, benefits, contractor costs | ||||||||||||||||||||||||
| Marketing and commissions | ||||||||||||||||||||||||
| Travel | ||||||||||||||||||||||||
| Professional fees | ||||||||||||||||||||||||
| Product and technology development | ||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||
| Net loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Other expense: | ||||||||||||||||||||||||
| Interest expense | ( | ) | ( | ) | ||||||||||||||||||||
| Loss from change in fair-value of convertible Shareholder loans | ||||||||||||||||||||||||
| (Gain) loss from changes in fair value | ||||||||||||||||||||||||
| Foreign currency loss | ( | ) | ( | ) | ||||||||||||||||||||
| Net loss before income taxes | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Income tax benefit (expense) | ( | ) | ( | ) | ||||||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
Other comprises the Company’s operating segments in Brazil, Portugal and Peru. None of these operating segments individually met the quantitative thresholds for separate reporting for the year ended December 31, 2024.
Measurement of segment profit or loss
Revenue and operating profit or loss are the principal financial measures used by the CODM to assess segment performance and allocate resources. Revenue is used to evaluate segment scale and growth, while operating profit or loss is used to evaluate segment profitability and the efficiency of resources deployed. Operating profit or loss is the measure of segment profit or loss that is most consistent with the measurement principles applied in the Company’s consolidated financial statements.
The segment tables also present certain financial information below operating profit or loss. Such information is provided as supplemental information and does not represent either a principal financial measure used by the CODM to assess segment performance or the reported measure of segment profit or loss.
The totals of the reportable-segment and Other revenue, significant expense categories and operating profit or loss amounts presented in the tables agree to the corresponding consolidated amounts for each period presented. Accordingly, no material reconciling items are required.
Intersegment revenue was not material for the years ended December 31, 2025 and 2024. Intercompany balances and transactions are eliminated in consolidation. There were no material changes in the basis used to measure segment operating profit or loss during the periods presented and there were no material asymmetrical allocations to the reportable segments.
Segment and geographic asset information
The CODM receives information regarding computer equipment, capitalized software and other intangible assets from the Company’s IT and Technology teams when assessing technology investment and allocating resources. Substantially all of the Company’s computer equipment, capitalized software and other intangible assets are held within the United Kingdom operating segment.
The asset information presented below is derived from the Company’s accounting records by geographic location. The CODM does not regularly receive all categories of total assets by reportable segment; however, the geographic asset information is presented to provide the applicable entity-wide geographic information.
| F-29 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 10 - Reportable segments (continued)
The majority of the Company’s revenue for the years ended December 31, 2025, and 2024 relates to sales activity on its ecommerce platform. In 2025 and 2024, the Company did not have sales to a single customer exceeding 10% of its consolidated revenue.
The Company has a significant portion of its operations and net assets outside its home country of the United Kingdom. See the table below for the geographic concentration of the Company’s assets for the years ended December 31, 2025, and 2024.
| 2025 | 2024 | |||||||
| United Kingdom | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivables and other receivables, net | ||||||||
| Income taxes receivable | ||||||||
| Other current assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Investment on Joint Venture | ||||||||
| Total United Kingdom | $ | $ | ||||||
| Nigeria | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivables and other receivables, net | ||||||||
| Other current assets | ||||||||
| Total Nigeria | $ | $ | ||||||
| Argentina | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivables and other receivables, net | ||||||||
| Other current assets | ||||||||
| Total Argentina | $ | $ | ||||||
| South Africa | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivables and other receivables, net | ||||||||
| Other current assets | ||||||||
| Total South Africa | $ | $ | ||||||
| Other | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivables and other receivables, net | ||||||||
| Income taxes receivable | ||||||||
| Other current assets | ||||||||
| Total Other | $ | $ | ||||||
| Total Assets | $ | $ | ||||||
The
Company’s computer equipment, capitalized software and other intangible assets are located principally in the United Kingdom. At
December 31, 2025, the United Kingdom held computer and office equipment with a net carrying amount of approximately $
Products and services
The Company operates an integrated intelligent trade infrastructure and associated products that facilitate business-to-business transactions and provide data, analytics and related technology services. For the years ended December 31, 2025 and 2024, the Company’s revenue was principally generated from transaction-based fees and related services associated with the use of the Company’s platform.
Major customers
No individual external customer accounted for 10% or more of the Company’s consolidated revenue for the years ended December 31, 2025 and 2024.
| F-30 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 11 - Common stock
Issued, outstanding and authorized shares
On October 23, 2024, in connection with the corporate reorganization (the “Formation Transaction”), all existing security holders of RTL, a private limited company incorporated in England and Wales, exchanged the securities held in RTL for an equivalent class and number of securities in RedCloud Holdings plc, a public limited company organized under the laws of England and Wales.
As
a result of the Formation Transaction, RTL ordinary shares (par £ per share), redeemable preference share (par
£; translated at historical rates to $), options to purchase ordinary shares, and £
Initial public offering and other 2025 equity activities
| ● | In 2025, the Company completed an initial public offering (“IPO”) and other equity transactions: |
| ● | Issued
common shares in the IPO, increasing Common Stock by $ |
| ● | Converted
shareholder loans into common shares, increasing Common Stock by $ |
| ● | Issued
an additional common shares (non-IPO), increasing Common Stock by $ |
| ● | Issued
equity-classified warrants, increasing Common Stock by $ |
The United Kingdom Companies Act 2006 abolished the requirement for a company incorporated under the laws of England and Wales to have an authorized share capital. In accordance with the articles of association of RedCloud and the United Kingdom Companies Act 2006, shareholders resolve to grant the directors of the company the authority to allot a specified number of shares as and when required for a specific equity issuance by way of shareholder resolution. This authority can then be increased or replaced from time to time by any subsequent shareholder resolution. There is no prescribed maximum authorized share capital in the articles of association of RedCloud.
Voting rights
Each outstanding share of common stock is entitled to one vote on all matters submitted to a vote of holders of common stock. Decisions of the shareholders are determined by a simple majority of the votes cast unless such higher approval threshold is required under Companies Act 2006.
The Company adopted the 2021 Enterprise Management Incentive Plan (the “2021 Plan”) to retain and motivate independent directors, executives, the employees and consultants. The 2021 Plan was approved by the Company’s Board on December 20, 2021, and reserves an aggregate of of the Company’s common shares for issuance in connection with Awards (as defined in the 2022 Plan) granted under the 2021 Plan. Under the 2021 Plan, the Board may grant several types of stock options with varying vesting and performance conditions, and exercise prices. Common shares are newly issued from available authorized shares upon exercise of awards.
| F-31 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 12 - Share-based payments (continued)
The stock options in the 2021 Plan included performance and future service conditions. The future service conditions vary from zero to three years. When the Company updated the Plan rules in 2024 and granted options under the new 2024 Plan, the Company dropped the future service conditions and the differential between legacy, basic and bonus options. The options are not exercisable unless one or more of the following conditions are met: (1) the Company has a public listing of its common shares, (2) for 30 days following a change in control of the Company, (3) if the Board serves notice to the option holder that a change in control, asset sale, or voluntary wind-up is occurring, (4) an arrangement by the court between the Company and its members under Part 26 of the Companies Act of 2006 in the United Kingdom, (5) 30 days following an asset sale, (6) on the day immediately prior to the tenth anniversary of the option grant. For accounting purposes, the only exercise condition considered probable at December 31, 2024, is condition (6), and as such, the Company used an expected term in the stock option valuation models of ten years.
The 2021 Plan was amended by the Board on or about 1 July 2024 to take into account recent changes and some minor updating alterations. Also, on 1 July 2024, the Board approved a new Enterprise Management Incentive Plan (the 2024 Plan). The rules of the 2021 Plan and the 2024 Plan are identical. In relation to the 2024 Plan, the Board and the Company’s shareholders approved the grant and exercise of options over ordinary shares of £ each in the capital of the Company.
A number of the 2021 Plan participants proved ineligible to participate in the 2021 Plan and those participants agreed to release their respective options and were regranted options in the 2024 Plan. The transfer affected legacy options.
Under the 2024 Plan the Company awarded options; options were issued from the surplus options remaining unallocated under the 2021 Plan, with being awarded from the new option pool created under the 2024 Plan.
In October 2024 the Company completed the Reorganization and as a consequence the options granted in RedCloud Technologies Ltd transferred up to RedCloud Holdings PLC,
Following the Reorganization, the Company granted options in RedCloud Holdings PLC (“the 2024 Plc Plan”) The exercise price of each option was the IPO strike price, which turned out to be $.
As at December 31, 2024, the options granted and outstanding under each Plan were as follows:
| The 2021 Plan | ||||
| The 2024 Plan | ||||
| The 2024 Plc Plan |
On February 25, 2025 the Company undertook a capital consolidation with every two options granted under each Plan being consolidated into one option, the value of which and the amount payable at vesting doubled. The Company had the ability in the Plan rules to vary the options as appropriate following a variation in share capital. The general rule for options (and market practice) is that the total exercise price payable by the option holders should remain the same following the variation of the share capital. This means that where there is a one for two consolidation (doubling the value of each share) the number of shares under option would be halved and the exercise price would be doubled.
Following capital consolidation, as at the effective date of the Company’s IPO (March 20, 2025) the number of shares under option was as follows:
| The 2021 Plan | ||||
| The 2024 Plan | ||||
| The 2024 Plc Plan |
On the effective date of the IPO, March 20, 2025, all options vested.
During the years ended December 31, 2025, and 2024, there were no unexercised stock options that expired. There also were no recognized income tax benefits associated with stock options, and no amounts capitalized as part of the cost of an asset. As of December 31, 2025, the total remaining stock option cost for nonvested awards is expected to be $.
| F-32 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 12 - Share-based payments (continued)
The total stock-based compensation expense recorded for the years ended December 31, 2025, and 2024 was
$ and $, which related to stock options granted in December 2021. This expense is included in the “General and administrative” caption on the consolidated statements of operations.
Valuation Methodology
The fair value of the Company’s Ordinary Shares and options was determined using the Probability-Weighted Expected Return Method (PWERM), as outlined in the Scalar 409A valuation report dated September 17, 2024. This method incorporates multiple exit scenarios, including a low IPO, high IPO, and remain private scenario, each weighted by management’s estimated probability of occurrence.
Black-Scholes Assumptions
For option valuation purposes, the Black-Scholes model was used with the following assumptions derived from guideline public companies and market data:
| - | Risk-free rate: % |
| - | Expected volatility: % |
| - | Dividend yield: % |
| - | Expected term: years for remain private scenario; years for IPO scenarios |
Discount for Lack of Marketability (DLOM)
A Discount for Lack of Marketability (DLOM) was applied using the Finnerty model. The DLOM was calculated as % for IPO scenarios and % for the remain private scenario, reflecting the reduced liquidity of the Company’s shares prior to a public offering.
Fair Value Determination
Based on the PWERM and Black-Scholes model, the probability-weighted fair value per Ordinary Share on a non- marketable, minority basis was determined to be $ as of September 17, 2024.
The fair values of the outstanding option classes were as follows:
| - | $ Options: $ per option (net of DLOM) |
| - | $ Options: $ per option (net of DLOM) |
| F-33 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 12 - Share-based payments (continued)
| Activity | Number of Options | Weighted Avg. Exercise Price | Grant Date Fair Value | Aggregate grant-date fair value | Weighted Avg. Remaining Life | |||||||||||||||
| Outstanding options at Dec 31, 2023 | ||||||||||||||||||||
| Granted | ||||||||||||||||||||
| Forfeited | ( | ( | ( | |||||||||||||||||
| Regranted | ||||||||||||||||||||
| Cancelled | ( | ( | ( | |||||||||||||||||
| Options outstanding and exercisable at Dec 31, 2024 | $ | $ | ||||||||||||||||||
| Granted | - | - | ||||||||||||||||||
| Forfeited | - | - | ||||||||||||||||||
| Regranted | - | - | ||||||||||||||||||
| Cancelled | - | - | ||||||||||||||||||
| Options outstanding and exercisable at Dec 31, 2025 | $ | $ | ||||||||||||||||||
The aggregate intrinsic value of options outstanding and exercisable as of December 31, 2025 and 2024 was approximately:
| 2025 | 2024 | |||
| Intrinsic value of options outstanding | $ million | $ million | ||
| Intrinsic value of options exercisable | $ million | $ million |
The intrinsic value represents the difference between the Company’s share price at the reporting date and the exercise price of the options, multiplied by the number of options that were in-the-money.
Substantially all options outstanding as of December 31, 2025 and 2024 had exercise prices significantly below the Company’s share price and were therefore considered in-the-money.
| F-34 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 13 - Income taxes
Income Tax Benefit (Expense) and Effective Income Tax Rate
The
entire income tax benefit of $
Income tax benefit consists of the following:
| December 31, 2025 | December 31, 2024 | |||||||
| Current foreign | ||||||||
| United Kingdom (“UK”) | $ | $ | ||||||
| Deferred foreign | ||||||||
| Loss carryforwards | ||||||||
| Income tax provision to return adjustments | ||||||||
| Other | ( | ) | ||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Deferred foreign - other comprehensive Income (loss) | ||||||||
| Foreign currency translation adjustments | ( | ) | ||||||
| Valuation allowance | ( | ) | ||||||
| - | - | |||||||
| Total income tax benefit | $ | $ | ||||||
Loss before income taxes related to our operations consists of:
| December 31, 2025 | December 31, 2024 | |||||||
| Foreign | ||||||||
| Corporate - UK | $ | ( | ) | $ | ( | ) | ||
| Nigeria | ( | ) | ( | ) | ||||
| Portugal | ( | ) | ( | ) | ||||
| Argentina | ( | ) | ( | ) | ||||
| South Africa | ( | ) | ( | ) | ||||
| Other foreign entities | ( | ) | ( | ) | ||||
| Total loss before income taxes | $ | ( | ) | $ | ( | ) | ||
The table below provides the updated requirements of ASU 2023-09 for the year ended December 31, 2025. See Note 2 “Significant Accounting Policies - Recent Accounting Pronouncements” for additional details on the adoption of ASU 2023-09. A reconciliation of our income tax provision computed by applying the UK statutory income tax rate of 25% to income (loss) before taxes is as follows for the year ended December 31:
| F-35 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 13 - Income taxes (continued)
| December 31, 2025 | December 31, 2025 | |||||||
| UK Federal income tax rate | ( | ) | % | |||||
| Foreign tax effects | ||||||||
| Portugal | ( | )% | ||||||
| Nigeria | ||||||||
| Changes in valuation allowance | ( | )% | ||||||
| Other | ( | ) | % | |||||
| Argentina | ||||||||
| Changes in valuation allowance | ( | )% | ||||||
| Other | ( | ) | % | |||||
| South Africa | ( | )% | ||||||
| Other Foreign | ( | )% | ||||||
| Change in valuation allowance | ( | )% | ||||||
| Nontaxable or nondeductible items | ||||||||
| Equity compensation | ( | )% | ||||||
| Interest expense | ( | ) | % | |||||
| Other | ( | )% | ||||||
| Other | ( | )% | ||||||
| Effective income tax rate | ) | % | ||||||
As previously disclosed prior to the adoption of ASU 2023-09, the reconciliation of our income tax provision computed by applying the UK statutory income tax rate of 25% to (loss) income before income taxes is as follows for the year ended December 31:
| December 31, 2024 | December 31, 2024 | |||||||
| UK Federal income tax rate | ( | ) | % | |||||
| Valuation allowance | ( | )% | ||||||
| Change in UK statutory income tax rate | % | |||||||
| Change in fair value | ( | )% | ||||||
| Loss on Debt Extinguishment | ( | )% | ||||||
| Nondeductible expense | ( | )% | ||||||
| R&D expenditures | % | |||||||
| Foreign income tax rate differential | ( | )% | ||||||
| Other true ups | ( | ) | % | |||||
| ( | ) | % | ||||||
The
reconciliation of the consolidated effective income tax rate is based on the UK statutory income tax rates of
| F-36 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 13 - Income taxes (continued)
Deferred Income Taxes - Overall
The income tax affects of temporary differences that give rise to significant portions of deferred income tax assets and liabilities consist of the following:
| December 31, 2025 | December 31, 2024 | |||||||
| Deferred income tax assets: | ||||||||
| Loss carryforwards | ||||||||
| UK | $ | $ | ||||||
| Argentina | ||||||||
| Nigeria | ||||||||
| Portugal | ||||||||
| Other foreign entities | ||||||||
| Total loss carryforwards | ||||||||
| Compensation (2) | ||||||||
| Interest expense carryover (2) | ||||||||
| Accruals & Reserves (3) | ||||||||
| Other, Net | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Total deferred income tax assets | ||||||||
| Deferred income tax liabilities | ||||||||
| Intangible assets - R&D (2) | ( | ) | ( | ) | ||||
| Property, plant, and equipment (2) | ( | ) | ( | ) | ||||
| Other (1) | ( | ) | ( | ) | ||||
| Total deferred income tax liabilities | ( | ) | ( | ) | ||||
| Net deferred income tax assets (liabilities) | $ | $ | ||||||
| (1) |
| (2) |
| (3) |
At
December 31, 2025, the Company’s gross loss carryforwards totaled $
At
December 31, 2025, the Company also had a UK R&D credit carryforward totaling $
Deferred Income Taxes – Valuation Allowance
Management evaluates the realizability of its net deferred income tax assets to determine if a valuation allowance is required. Management assesses whether a valuation allowance should be established based on the consideration of all available evidence using a “more-likely-than-not” standard, with significant weight being given to evidence that can be objectively verified. Since the company operates in multiple jurisdictions, we assess the need for a valuation allowance on a jurisdiction-by-jurisdiction basis, considering the effects of local tax law.
At December 31, 2025, and 2024, Management evaluated the realizability of its net deferred income tax assets to determine if a full valuation allowance was required. Based on Management’s assessment, Management determined that the UK Parent and each of its foreign subsidiaries, have a recent history of significant cumulative pre-tax losses, that were experienced from the UK Parent and each foreign subsidiaries’ commencement of operations through December 31, 2025. As a result of the significant weight of this negative evidence, we believe it is more likely than not that the Company’s net deferred income tax assets will not be fully realizable, and therefore Management provided for a full valuation allowance against all its net deferred income tax assets.
| F-37 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 13 - Income taxes (continued)
A summary of the change in the valuation allowances against the Company’s net deferred income tax assets for calendar years 2025 and 2024, follows:
| 2025 | 2024 | |||||||
| Beginning balance, January 1 | $ | $ | ||||||
| Change in valuation allowance associated with foreign | ||||||||
| currency translation adjustments during the current year | ( | ) | ||||||
| Change in valuation allowance associated with | ||||||||
| current year earnings | ||||||||
| Change in estimate during current year | ||||||||
| Ending balance, December 31 | $ | $ | ||||||
Deferred Income Taxes – Undistributed Earnings
At
December 31, 2025, and 2024, the Company asserted that earnings and profits from its foreign subsidiaries will be indefinitely reinvested
and not repatriated to the UK Parent due to liquidity constraints for each of its foreign subsidiaries. As of December 31, 2025, and
2024, cash and cash equivalents and restricted cash related to the Company’s foreign subsidiaries outside the United Kingdom totaled
$
Cash Taxes
Incomes taxes paid, net of refunds, exceeds 5 percent of total income taxes paid, net of refunds, in the following jurisdictions for the year ended December 31, 2025:
| 2025 | ||||
| UK | $ | |||
| Total income taxes refunded | $ | |||
Uncertain Tax Positions
At December 31, 2025, and 2024, the Company did not record any unrecognized income tax positions related to uncertain tax positions. The Company’s policy is to record interest and penalties from unrecognized tax benefits as interest expense and other expense, respectively.
The
Company’s UK Parent and foreign subsidiaries’ income tax returns that have been filed by the Company, are subject to statute
of limitation periods ranging from
Accordingly, (i) UK income tax returns filed by the Company remain subject to examination for income tax year 2022 and subsequent; (ii) Nigerian income tax returns filed by the Company remain subject to examination for income tax year 2024 and subsequent; Portuguese income tax returns filed by the Company remain subject to examination for tax year 2025 and subsequent, (iv) Argentinian income tax returns filed by the Company remain subject to examination for tax year 2021 and subsequent; and (v) all other foreign entity returns filed by the Company remain subject to examination for tax years ranging from 2023 to 2025 and subsequent. However, to the extent allowed by law, the taxing authorities may have the right to examine tax years where NOLs were generated and carried forward, and to make adjustments to the NOL carryforward amounts. The Company is not currently under examination by any jurisdiction.
| F-38 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Basic net loss per share is computed by dividing net loss for the period by the weighted average number of common stock outstanding during the year. Diluted net loss per share is computed by dividing net loss for the year by the weighted average number of shares of common stock and potentially dilutive instruments outstanding during the year. The dilutive effect of outstanding options and equity incentive awards is reflected in diluted net loss per share by application of the treasury stock method. The calculation of diluted net loss per share excludes all anti-dilutive instruments.
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Numerator: | ||||||||
| Net loss - basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| Weighted average shares outstanding - basic and diluted | ||||||||
See Note 17 - Subsequent events that discusses the Company’s issuance of a convertible loan debt agreement in March 2024 that the holder has the option of converting the loan into common shares of the Company, as well as discussion of common shares issued pro rata from additional paid-in capital to existing shareholders in March 2024.
| F-39 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 15 - Commitments and contingencies and other legal matters
The Company is subject to certain contingent liabilities with respect to existing or potential claims, lawsuits and other proceedings. The Company accrues liabilities when it considers probable that future costs will be incurred and such costs can be reasonably estimated. Expected legal costs related to claims are accrued when the legal service is provided. Proceeding-related liabilities are based on developments to date and historical information related to actions claimed against the Company.
The Company is subject to various legal proceedings, claims and disputes arising in the ordinary course of business. Provisions are recognized when the Company determines that a loss is probable and the amount of the loss can be reasonably estimated. Where a loss is reasonably possible but not probable, no provision is recorded and the matter is disclosed as a contingency.
United Kingdom
| ● | In the year ended December 31, 2025, the Company had a number of employment-related and commercial matters in the United Kingdom. |
| ● | The
Company recorded provisions totaling $ |
| ● | Management believes it is reasonably possible that the ultimate resolution of these matters could differ from the amounts recorded; however, based on information currently available, the Company believes the recorded provisions appropriately reflect its estimated exposure as of December 31, 2025. |
| ● | During
the year ended December 31, 2024, the Company had recognized a provision of £ |
Brazil
| ● | In the year ended December 31, 2025, the Company was involved in several employment-related legal proceedings in Brazil, primarily relating to former employees and governed by Brazilian labor law. |
| ● | The
Company recorded provisions totaling $ |
| ● | While
these matters remain subject to judicial proceedings and ongoing assessment, management believes
that it is reasonably possible that the ultimate outcome could differ from the amount recorded.
As of December 31, 2025, management believes that the provision of $ |
Argentina
| ● | In
the year ended December 31, 2025, the Company recorded provisions totaling $ |
| ● | These provisions relate to matters that were initiated in prior periods and continue to be assessed by management. The Company believes it is reasonably possible that the estimate of loss could change; however, as of December 31, 2025, management believes the recorded amount appropriately reflects its estimated exposure. |
| ● | In
addition, during 2025 the Company received a claim from a former contractor seeking £ |
As
of December 31, 2025, total provisions recognized in other current liabilities in respect of legal and regulatory matters amounted to
$
Except as described above, the Company is not involved in any other material legal proceedings, and management does not believe that the outcome of any other known matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows.
| F-40 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 16 - Related Party Transactions
Executive Directors’ Service Agreements
On March 24, 2025, the Company entered into Executive Directors’ Service Agreements with Justin Floyd (Chief Executive Officer) and Soumaya Hamzaoui (Chief Operating Officer). Both agreements outline compensation, benefits, equity awards, and participation in standard employee benefit plans, and constitute related-party transactions due to their roles as directors and executive officers.
Justin Floyd (CEO)
Under the terms of the agreement, Mr. Floyd is entitled to:
| ● | $ |
| ● | A
$ |
| ● | A
target annual bonus equal to |
| ● | A target annual equity compensation award of at least $, subject to a four-year vesting period and other terms set by the Board; |
| ● | Eligibility for customary health, welfare, and fringe benefit plans. |
In connection with the Company’s initial public offering, the Board agreed to consider granting Mr. Floyd a one-time equity award valued at $, subject to a four-year vesting period under a separate grant agreement.
Soumaya Hamzaoui (COO)
Under the terms of the agreement, Ms. Hamzaoui is entitled to:
| ● | $ |
| ● | A
target annual bonus equal to |
| ● | A target annual equity compensation award of at least $, subject to a four-year vesting period and other terms set by the Board; |
| ● | Eligibility for customary health, welfare, and fringe benefit plans. |
In connection with the initial public offering, the Board agreed to consider granting Ms. Hamzaoui a one-time equity award valued at $, subject to a four-year vesting period under a separate grant agreement.
| F-41 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 16 - Related Party Transactions (continued)
Non-Executive Director Letters of Appointment
On March 24, 2025, the Company entered into Non-Executive Director (NED) appointment agreements with Hans Kunz and Nikolaus Senn, both of whom qualify as related parties.
Hans Kunz (Chairperson of the Board)
Under the agreement, Mr. Kunz is entitled to:
| ● | An
annual director fee of $ |
| ● | An
additional $ |
| ● | Options
to acquire $ |
Nikolaus Senn (Non-Executive Director)
Under the agreement, Mr. Senn is entitled to:
| ● | An
annual director fee of $ |
| ● | Options
to acquire $ |
Shareholder Loan and Convertible Shareholder Loan Agreements
The Company’s shareholder loans and convertible shareholder loans discussed in Note 9 – Borrowings are transactions with certain common stock shareholders and therefore constitute related-party transactions.
During the year ended December 31, 2025, the Company also entered into additional related-party financing transactions, including the £ shareholder loan (converted to equity pre-IPO), the shareholder-guaranteed £ bank facility, and two CHF unsecured shareholder loans, all of which are described in Note 9.
| F-42 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 17 - Subsequent Events
The Company evaluated subsequent events occurring after 31 December 2025 through the date these financial statements were authorized for issuance. The following material non-recognized subsequent events were identified. These events did not provide evidence of conditions that existed as of 31 December 2025 and therefore no adjustments have been made to the financial statements.
Changes in Executive Leadership
Appointment of Chief Financial Officer (effective 5 January 2026)
Following the expiry of the term of Neil Woodman on 31 December 2025, the Board appointed Maria Magdalena Gonzalez as Chief Financial Officer, effective 5 January 2026, replacing Mr. Woodman.
Subsequent CFO Transition
After her appointment, Ms. Gonzalez stepped down from the CFO role for personal reasons. The Company announced that Mr. Raju Datla, a senior finance executive with over 20 years’ experience in corporate finance, capital markets and strategic transactions, assumed the role of Chief Financial Officer. This leadership transition aligns the finance function with the Company’s capital-raising strategy and long-term operational plans.
Equity Line of Credit (“ELOC”) and Convertible Note Financing
On 5 February 2026, the Company entered into a Term Sheet with 3i Management LLC and its investor affiliates for (i) an Equity Line of Credit (“ELOC”) and (ii) Senior Convertible Notes. These agreements were executed after the reporting date and did not exist as of 31 December 2025. Key terms include the following:
Equity Line of Credit (ELOC)
| ● | Aggregate
commitment of up to $ |
| ● | Forward
purchase price: |
| ● | Backward
purchase price: |
| ● | Beneficial
ownership limit of |
| ● | Requirement to file and maintain an effective registration statement for resale of ELOC shares. |
Senior Convertible Notes
| ● | Principal
amount of $ |
| ● | Aggregate
cash proceeds of approximately $ |
| ● | Interest:
|
| ● | Conversion
price: |
| ● | Maturity: 12 months from closing; monthly instalments begin two months after closing. |
| ● | Change-of-control
redemption at |
| ● | Obligation
to maintain share reserve of |
These arrangements provide additional financing flexibility but had no financial impact on the 2025 results, as they were executed after year-end.
Subsequent
to December 31, 2025, the Company issued senior convertible notes to certain investor affiliates, resulting in aggregate gross cash proceeds
of approximately $
In
addition, during April and May 2026, the Company completed multiple drawdowns under the Equity Line of Credit, resulting in the
issuance of ordinary shares to existing financing partners. These drawdowns generated aggregate gross cash proceeds of approximately
$
The ELOC drawdowns executed during April and May 2026 involved multiple existing financing partners, including Tumim Stone Capital LLC (“Tumim”) and Amiens Technology Investment LLC (“Amiens”).
Subsequent
to year end, warrants previously issued to Alto Opportunity Master Fund SPC were exercised, resulting in the issuance of
| F-43 |
REDCLOUD HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, AND 2024
Note 17 - Subsequent Events (continued)
No additional warrants were issued to Alto Opportunity Master Fund SPC subsequent to December 31, 2025. The activity described above relates solely to the exercise of warrants that had been issued in prior periods.
As
a result of these financing activities, the Company received aggregate cash proceeds of approximately $
Filing of Form F-1 Registration Statement
In early 2026, the Company prepared and filed a Form F-1 registration statement to register up to ordinary shares for resale by existing financing partners Tumim, Amiens, 3i, LP, and Alto Opportunity Master Fund SPC. These shares comprise issuances under the ELOC purchase agreements and shares issuable upon conversion of senior convertible notes.
The Company will not receive proceeds from the resale of these shares, although it may receive future proceeds from discretionary drawdowns under the ELOC.
The registered shares include ordinary shares issued subsequent to year end pursuant to the ELOC, as well as shares issuable upon conversion of the senior convertible notes issued in February 2026.
The registered shares also include ordinary shares issued upon the exercise of warrants, including warrants exercised by Alto Opportunity Master Fund SPC subsequent to year end
New loan from major shareholder – Subsequent Event
Loan from Major Shareholder
Subsequent to December 31, 2025, the Company entered into additional unsecured term loan arrangements with existing shareholders, as provided below:
| ● | On
March 25, 2026, the Company received an unsecured loan of GBP | |
| ● | On
March 26, 2026, the Company received a further unsecured loan of GBP | |
| ● | On
May 7, 2026, the Company received a further unsecured loan of $ |
These
loans are unsecured and interest-bearing, and mature on
The loan provides short-term liquidity to support the Company’s ongoing operations and strategic initiatives. Further details of the loan terms will be disclosed in the period in which the arrangement is outstanding.
This transaction represents a non-recognized subsequent event (Type II) under ASC 855, as it reflects conditions that did not exist as of December 31, 2025. Accordingly, no adjustments have been made to the accompanying consolidated financial statements.
All subsequent events described above occurred prior to the date the financial statements were authorized for issuance.
All of the events described above:
| ● | occurred after December 31, 2025, and |
| ● | relate to new financing, governance, and market activities, and therefore are classified as non-recognized subsequent events. The financial statements for the year ended December 31, 2025 have not been adjusted for these items. |
| F-44 |