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 October 2026
Commission File Number: 001-42557
RedCloud Holdings plc
(Registrant’s Name)
167-169 Great Portland Street, 5th Floor,
London, W1W 5PF, 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 Insiders to Off-set Financial Liabilities
On October 28, 2026, RedCloud Holdings plc (the “Company” or “RedCloud”) entered into subscription agreements and set-off agreements with Company insiders, pursuant to which the Company agreed to issue and sell 31.7 million ordinary shares of the Company, par value £0.002 per share (the “Subscribed Shares”) at a subscription price per share of $0.25, representing a premium of approximately 281% to the closing price of the Company’s ordinary shares on October 27, 2026, for an aggregate subscription price of $7,925,000 in a private placement (the “Offering”).
The aggregate subscription price was paid to the Company by offsetting financial liabilities of the Company owed to such Company insiders. The Offering closed on October 28, 2026, upon such time the financial liabilities of the Company were fully satisfied and irrevocably discharged.
Christina Byland, the largest shareholder of the Company, purchased 30.0 million ordinary shares, and Dr. Nikolaus Senn, a shareholder and member of the Company’s Board of Directors, purchased an additional 1.7 million ordinary shares.
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 October 28, 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 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 October 28, 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: October 28, 2026