RCT 6-K
RedCloud Holdings plc (RCT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026
Commission File Number: 001-42557
RedCloud Holdings plc
(Registrant’s Name)
124 City Road,
London, EC1V 2NX, United Kingdom
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Share Issuance to RedCloud Chief Executive Officer to Off-set Financial Liabilities
On September 22, 2026, RedCloud Holdings plc (the “Company” or “RedCloud”) entered into a subscription agreement and a set-off agreement with Justin Floyd, Chief Executive Officer of the Company, pursuant to which the Company agreed to issue and sell to Mr. Floyd 74,000 ordinary shares of the Company, par value £0.002 per share (the “Subscribed Shares”) at a subscription price per share of $2.50, representing a substantial premium to the closing price of the Company’s ordinary shares on September 21, 2026, for an aggregate subscription price of $185,000 in a private placement (the “Offering”).
The aggregate subscription price was paid to the Company by offsetting financial liabilities of the Company to Mr. Floyd. The Offering closed on September 22, 2026, upon such time the financial liabilities of the Company to Mr. Floyd were fully satisfied and irrevocably discharged.
The offer and sale of the Subscribed Shares described above, were made in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof. Neither this Report on Form 6-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy ordinary shares or other securities of the Company.
On September 22, 2026, the Company issued a press release disclosing the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K.
The information contained in this Report on Form 6-K, other than Exhibit 99.1, is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-296836). Exhibit 99.1 shall not be incorporated by reference into any registration statement or other filing under the Securities Act, unless expressly incorporated by reference therein.
Forward-Looking Statements
This Form 6-K contains forward-looking statements that involve risks and uncertainties. The risks and uncertainties involved include the completion and size of the Offering, market and business conditions, and other risks detailed from time to time in the Company’s periodic reports and other filings with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company’s current expectations and assumptions and speak only as of the date of this Form 6-K. The Company does not intend to revise or update any forward-looking statement in this Form 6-K as a result of new information, future events or otherwise, except as required by law.
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Press Release, dated September 22, 2026. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| RedCloud Holdings plc | ||
| By: | /s/ Justin Floyd | |
| Name: | Justin Floyd | |
| Title: | Chief Executive Officer | |
Date: September 22, 2026
Exhibit 99.1
RedCloud Announces Issuance of Shares to CEO in Private Placement
London, September 22, 2026 (GLOBE NEWSWIRE) — RedCloud Holdings plc (the “Company” or “RedCloud”) (Nasdaq: RCT) today announced that it has entered into a subscription agreement and set-off agreement with Justin Floyd, the Company’s Chief Executive Officer, pursuant to which the Company agreed to issue and sell 74,000 of its unregistered ordinary shares to Mr. Floyd in a private placement at a price per share of $2.50, representing a substantial premium to the closing price of the Company’s ordinary shares on September 21, 2026, for an aggregate subscription price of $185,000. The aggregate subscription price will be paid to the Company by offsetting financial liabilities of the Company owed to Mr. Floyd. The Company expects to complete the issuance on or about September 22, 2026.
The ordinary shares to be issued in connection with the private placement described above are being offered in a private placement and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other applicable jurisdictions’ securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws.
This news release does not constitute an offer to sell or the solicitation of an offer to buy the ordinary shares described herein, nor shall there be any sale of these ordinary shares in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About RedCloud Holdings plc
RedCloud’s mission is to build the intelligence infrastructure of global trade, through generation and aggregation of proprietary trading and market data from across the FMCG industry through its RedAI infrastructure and associated products (“RedAI”). RedCloud provides market intelligence based on proprietary trading data across categories in each of its markets. The Company also delivers a trading infrastructure and related products for use by its customers, to enable intelligent digital exchange of everyday consumer supplies of FMCG products across business supply chains.
RedCloud is a British company registered in London, co-founded by serial entrepreneur Justin Floyd and Soumaya Hamzaoui. For more information, please visit www.redcloudtechnology.com and connect on LinkedIn.
Forward-Looking Statements
The information in this press release may include forward-looking statements within the meaning of the federal securities laws. These statements generally relate to future events or our future financial or operating performance. Words such as “expect,” “project,” “estimate,” “believe,” “anticipate,” “intend,” “plan,” “seek,” “forecast,” “target,” “predict,” “may,” “should,” “would,” “could,” and “will,” the negative of these terms and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on management’s current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict, including, but not limited to, the size and completion of the private placement with the Company’s Chief Executive Officer, the off-setting of financial liabilities owned by the Company to the Company’s Chief Executive Officer, the Company’s ability to build a transformational infrastructure for global trade and whether such infrastructure will successfully provide value to all supply chains. As a result, actual results could differ materially from those indicated in these forward-looking statements. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements described in “Cautionary Note Regarding Forward-Looking Statements,” “Item 3. Key Information – D. Risk Factors” and “Item 5. Operating and Financial Review and Prospects” in RedCloud’s most recent Annual Report on Form 20-F filed with the Securities and Exchange Commission, as well as the Company’s periodic reports and other filings with the SEC. RedCloud undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release.
Contacts
Investor Relations
Media Relations