As filed with the Securities and Exchange Commission on March 25, 2026 Registration Number 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RedCloud Holdings plc (Exact Name of Registrant as Specified in its Charter) England and Wales 5990 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 50 Live ...

R.A.I.D. (Realtime AI for Distribution) outperforms industry benchmarks for accuracy on 3.7 million live FMCG transactions, redefining decision making in volatile global marketsLondon, UK, March 23, 2026 (GLOBE NEWSWIRE) -- RedCloud Holdings plc (NASDAQ: RCT) ("RedCloud" or the "Company"), the technology company building AI infrastructure for global trade today declared that the era of traditional ERP systems faces a steep decline in relevance, alongside validating R.A.I.D. (Realtime AI for Distribution), i ...

(Exact Name of Registrant as Specified in its Charter) England and Wales 5990 Not Applicable As filed with the Securities and Exchange Commission on March 16, 2026 Registration Number 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RedCloud Holdings plc (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 50 Live ...

Core Viewpoint - RedCloud Holdings plc has appointed Raju Datla as Chief Financial Officer to enhance its leadership team as the company aims for commercial scale and capital markets development [1][2]. Group 1: Leadership Appointment - Raju Datla, previously Chief Strategy Officer, has been pivotal in shaping RedCloud's long-term growth roadmap and capital strategy [2]. - His appointment is intended to ensure leadership continuity and align financial stewardship with the company's strategic execution priorities [2][4]. Group 2: Experience and Expertise - Datla brings extensive experience in digital infrastructure, capital markets, and complex growth environments, having held senior roles at Deutsche Bank and other technology-driven businesses [3]. - His expertise includes scaling operations, strategic investment planning, and mergers and acquisitions, which are crucial for RedCloud's growth [3]. Group 3: Strategic Focus - As RedCloud accelerates the deployment of its AI infrastructure in global trade, the integration of financial strategy, capital allocation, and operational scale is increasingly critical [4]. - The company emphasizes disciplined growth, capital efficiency, and long-term value creation as it expands its ecosystem of retailers, distributors, and FMCG brands [4]. Group 4: Company Mission and Market Position - RedCloud aims to build AI infrastructure for global trade, generating and aggregating proprietary trading and market data through its RedAI platform [6]. - The company provides market intelligence and a 'trading layer' of products to facilitate the digital exchange of FMCG products, addressing the challenge of digitizing trade at scale [6]. Group 5: Market Context - The company is positioned to tackle a $2 trillion economic crisis by reshaping global trade through its AI infrastructure [5]. - As global trade evolves with volatility and digital acceleration, RedCloud's strengthened financial leadership is essential for disciplined scaling and precise investment [5].

LONDON, March 03, 2026 (GLOBE NEWSWIRE) -- RedCloud Holdings plc (NASDAQ: RCT) ("RedCloud" or the "Company"), the technology company building intelligent infrastructure for global trade, today announced it has surpassed 100,000 customers globally, including retailers, wholesalers and distributors. This marks a significant scale milestone as the Company accelerates deployment of its agentic AI infrastructure across global trade markets. The achievement reflects the accelerating adoption of RedCloud’s infrast ...

Core Insights - RedCloud Holdings plc announced record preliminary full-year 2025 results, with revenue reaching $53.7 million, exceeding previous guidance and reflecting a 15% year-over-year growth [2][3] - The company raised its 2026 revenue guidance by 20% to $120 million, driven by continued execution and expanding joint venture deployments [2][4] Financial Performance - Preliminary full-year 2025 revenue of $53.7 million surpassed management's guidance of $51–$53 million [2][3] - Total transaction value for 2025 grew by 31% to $3.2 billion, with cumulative platform trades amounting to $6.9 billion [3] Strategic and Operational Highlights - RedCloud operates six hubs serving nearly 67,000 businesses across Nigeria, South Africa, Brazil, Argentina, Saudi Arabia, and Türkiye by Q1 2026 [5] - The company is a member of NVIDIA Connect, enhancing its AI capabilities for demand forecasting, dynamic pricing, and inventory optimization [5] - The launch of RedAI's agentic trading capabilities is scheduled for February 2026, aimed at automating trading decisions [5] Market Context - The FMCG industry, valued at $14.6 trillion, still relies heavily on traditional methods like spreadsheets and phone calls, presenting a significant opportunity for RedCloud's algorithmic trading solutions [4][11] - RedCloud aims to address inefficiencies in global supply chains, which lose approximately $2 trillion annually [5]

Core Viewpoint - RedCloud Holdings plc has launched its Early Access Program for the RedAI Trading Co-Pilot, marking a significant transition from product development to real-world deployment in the global trade sector [1][2][6]. Group 1: Product Launch and Features - The Early Access Program, codenamed 'Genesis', allows select FMCG partners to test RedAI as a co-pilot before its public launch in February 2026 [2]. - RedAI aims to address inefficiencies in global FMCG supply chains, which move over $14.6 trillion annually, by closing a $2 trillion global inventory gap through enhanced decision-making capabilities [3]. - The platform utilizes proprietary trading datasets and historical data to provide predictive insights and actionable recommendations, facilitating faster and more informed trading decisions [4]. Group 2: Program Objectives and Partnerships - The Early Access Program will validate decision accuracy, workflow impact, and operational performance in live trading environments, with feedback from participants informing final product refinements [5]. - The development of RedAI is supported by partnerships with AWS and NVIDIA, leveraging advanced AI models and cloud services to enhance the platform's capabilities [5]. Group 3: Company Mission and Background - RedCloud's mission is to build an intelligence infrastructure for global trade, focusing on the aggregation of proprietary trading data to enhance market intelligence across the FMCG industry [7]. - The company, co-founded by Justin Floyd and Soumaya Hamzaoui, went public on the Nasdaq under the ticker "RCT" in March 2025 [8].

Core Insights - RedCloud Holdings plc will publish preliminary unaudited financial results for full-year 2025 on January 14, 2026, including updates on joint ventures and 2026 guidance [1][2] Company Overview - RedCloud aims to build an intelligent infrastructure for global trade through its RedAI platform, which aggregates proprietary trading and market data from the FMCG industry [3] - The company provides market intelligence and a 'trading layer' of products to facilitate the digital exchange of FMCG products across supply chains, supported by a payments and lending ecosystem [3] - RedCloud was co-founded by Justin Floyd and Soumaya Hamzaoui and went public on Nasdaq under the ticker "RCT" in March 2025 [4] Recent Developments - For FY2025, RedCloud reported strong performance with revenue guidance of $51–53 million and is targeting $100 million in revenue for 2026 [6] - The company secured an infrastructure license in Türkiye, expected to generate up to $5 million annually in license fees, with a minimum 10-year term and a 50% revenue share on transactional revenue [6] - A joint venture with Kayanat Holding was launched to enter Saudi Arabia's $60 billion FMCG market, aligning with the country's Vision 2030 initiative [6] - RedCloud has joined NVIDIA Connect to enhance its AI capabilities, accelerating platform performance and development [6] - The company has crossed $5.1 billion in cumulative trades, providing real-world data to train its algorithms [6]

Core Viewpoint - RedCloud Holdings PLC has exceeded management expectations in 2025, positioning the company for accelerated growth and expansion in 2026 [1] 2025 Performance - The company reaffirms its full-year revenue guidance of $51-53 million, marking its strongest year on record, driven by market expansion and increased platform adoption [2] - The signing of joint ventures, including a $50 million licensing and revenue share agreement for the Turkish market, provides a capital-light model for global expansion [2] 2026 Outlook - RedCloud targets $100 million in revenue for 2026, supported by growth in existing markets and contributions from joint ventures in Saudi Arabia and Turkey [4] Business Growth and Strategy - The company doubled its customer base in 2025 and signed joint ventures in two major Middle Eastern markets, alongside a partnership with NVIDIA [3] - In Q1 2026, RedCloud will operate six global hubs, serving nearly 70,000 businesses and aiming to nearly double revenues to $100 million [5] Technology Foundation and Roadmap - RedCloud joined NVIDIA Connect, enhancing the development of AI-native trading algorithms across its global hubs, enabling real-time demand forecasting and dynamic pricing optimization [5][7] - A major product release, RedAI, is expected in February 2026, featuring an agentic interface for better trading decisions based on proprietary data and market insights [6] Industry Positioning - RedCloud aims to build the intelligent infrastructure for global trade, similar to how Bloomberg and Google transformed financial markets and information, respectively [3][8] - The company focuses on the $50 trillion FMCG supply chain, providing a platform designed to scale beyond current capabilities [8]

Financial Data and Key Metrics Changes - The company reported a revenue of $17.9 million for the first half of 2025, an increase of approximately 12% compared to $16.1 million in the first half of 2024 [11] - Total transaction value increased by 28% to $1.2 billion over the same period last year [10] - The company reduced its transaction fee in H1 2025 to acquire higher volumes of data, which resulted in licensing deals [10] Business Line Data and Key Metrics Changes - The company experienced a decline of approximately $4 million in the Argentinian market compared to the same period last year, reflecting a strategic decision to reallocate capital to higher-return-generating opportunities [12] - Operations in Nigeria, the oldest and largest market, continued to drive significant revenue growth [11][29] Market Data and Key Metrics Changes - Nigeria remains the largest market, with expectations of continued growth due to its status as a trading hub for essential consumer goods [35][36] - The company is expanding into new markets, including Turkey and Saudi Arabia, with significant potential revenue streams identified [21][22] Company Strategy and Development Direction - The company aims to scale its operations aggressively using a capital-efficient de-risk expansion model, focusing on joint ventures with local partners [6][7] - A target of $100 million in revenue for 2026 has been set, driven by growth in existing markets and new joint ventures [11][16] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the growth potential of Nigeria, citing its projected status as one of the largest economies by 2075 [35] - The company views capital as a tool for accelerating value creation and plans to evaluate capital markets opportunistically to support growth [17] Other Important Information - The company simplified its balance sheet by converting a large portion of shareholder loans to equity, reducing total liabilities from over $86 million to just over $21 million [11][15] - The company has entered into a revolving trade facility of up to GBP 2 million and issued nine million shares to raise $13.5 million [15] Q&A Session Summary Question: Addressable market for JVs and strategic impact - Management discussed the attractiveness of Turkey as a market due to its historical trading significance and potential for revenue growth [20][21] Question: Transaction volume trends and distributor reactions - Management indicated that transaction volumes are expected to increase significantly in the second half of 2025, driven by reduced fees and improved data acquisition [26] Question: Performance in core geographies - Nigeria and South Africa are performing well, while Argentina has seen a strategic pullback [29] Question: Future market expectations and economic trends in Nigeria - Management highlighted Nigeria's potential as a trading hub and its growing consumer population as key factors for confidence in future revenue [35][36] Question: Joint venture partner details and revenue model - The joint venture in Turkey is with Pro Raba Limited, led by a significant figure in the Turkish industry, and the revenue model includes a minimum licensing fee and revenue sharing [58][63] Question: Break-even expectations - Management expects to reach break-even in Q2 of 2026, prioritizing investments in joint ventures [81]