Group 1 - RedCloud Holdings plc has entered into a securities purchase agreement with institutional and accredited investors, expected to generate approximately $13.5 million in gross proceeds before fees and expenses [1] - The private placement includes a $7.5 million investment from the Company's largest current shareholder and one of its directors [2] - At closing, the Company will issue 9,000,000 ordinary shares and accompanying warrants to purchase 18,000,000 ordinary shares at a combined purchase price of $1.50 per share and warrants, with warrants exercisable immediately and expiring five years from issuance [3] Group 2 - Roth Capital Partners is acting as the exclusive placement agent for the private placement, while Clear Street serves as the financial advisor [4] - The securities offered in the private placement have not been registered under the Securities Act of 1933 and may not be sold in the U.S. without registration or an exemption [5] Group 3 - RedCloud operates a trading platform that facilitates the trading of fast-moving consumer goods (FMCG) across business supply chains, aiming to unlock access to key purchase and sales data in high-growth consumer markets [7]

Core Insights - RedCloud Holdings plc has launched the TradeX program to facilitate bulk trading of essential FMCG products, addressing supply and demand mismatches in emerging markets [1][4] - The program aims to tackle a significant $2 trillion inventory gap in retail commerce caused by inefficiencies in supply chains and a lack of data-driven decision-making [2] - TradeX utilizes RedAI trading data to enable familiar trading methods through phone and messaging platforms, preserving traditional relationships while transitioning to digital trade [3] Company Overview - RedCloud operates a trading platform that connects brands, distributors, and retailers in high-growth consumer markets, aiming to unlock access to key purchase and sales data [6] - The platform leverages AI-driven insights to facilitate faster B2B purchases and inventory decisions, addressing complex purchasing behaviors in large product catalogs [6] Program Implementation - TradeX has been piloted successfully in Nigeria since early 2025 and is now live in Nigeria, Brazil, South Africa, and Argentina [4] - The company earns transaction fees by matching buyers and sellers in specific categories through the TradeX program [4] - Future enhancements may include the integration of agentic AI brokers to accelerate bulk trade deals and expand FMCG sales reach [5]

Company Overview - RedCloud Holdings plc operates a trading platform that facilitates the trade of fast-moving consumer goods (FMCG) across business supply chains, addressing the challenge of accessing key purchase and sales data between brands, distributors, and retailers in high-growth consumer markets [4] - The platform leverages artificial intelligence (AI) to provide data-driven insights, enabling retailers to make faster and more informed business-to-business (B2B) purchasing and inventory decisions [4] Event Participation - Justin Floyd, CEO and Co-Founder of RedCloud, will attend the ROTH 15 Annual London Conference, scheduled for June 24-26, 2025, at the Four Seasons Hotel London [1][2] - The conference format includes 1-on-1 and small group meetings, allowing institutional investors to engage with executive management from approximately 70 companies across various sectors [2] About ROTH - ROTH is a relationship-driven investment bank that focuses on serving growth companies and their investors, offering a full-service platform that includes capital raising, equity research, macroeconomics, sales and trading, and M&A advisory [3]

Core Insights - RedCloud Holdings plc reported a significant increase in key financial metrics for FY 2024, with revenue growing by 135% year-over-year to $46.5 million and total transaction value (TTV) increasing by 111% to $2.5 billion [1][2][8] Financial Highlights - FY 2024 Total Transaction Value (TTV) reached $2.5 billion, marking a 111% increase [1] - FY 2024 Revenue rose to $46.5 million, reflecting a 135% growth [1] - Average 'Transaction Based Revenue' improved to 1.9%, up from 1.7% [1] Business Highlights - The platform facilitated the trading of 184,731 products from 6,765 brands, showcasing extensive coverage across key FMCG categories [2] - 33,786 retailers engaged in purchasing essential food and supplies, particularly in densely populated urban areas [3] - The number of trading Brand & Distributor customers surged by 175% year-over-year, totaling 760 customers [4] Product and R&D Highlights - AI Labs are utilizing machine learning to analyze trading data, providing actionable recommendations for pricing and inventory management [5] - Introduction of Agentic AI virtual trader technology for bulk inventory transactions via a conversational interface [6] - Retail Opportunity Maps and Category Price Benchmarking tools are being developed to enhance market insights and pricing strategies [7] Management Commentary - The CEO expressed satisfaction with the company's performance post-Nasdaq listing, highlighting strong growth in trading volume, TTV, and revenue, alongside the introduction of new AI features [8]

Company Classification and Regulatory Exemptions - The company is classified as a "smaller reporting company" and can provide only two years of audited financial statements, with annual revenues not exceeding $100 million [105]. - The market value of the company's ordinary shares held by non-affiliates must not exceed $250 million to maintain its status as a smaller reporting company [105]. - As a foreign private issuer, the company is exempt from certain SEC rules, allowing it to file less information compared to U.S. companies [106]. - The company intends to operate as a resident of the United Kingdom for tax purposes, but may be treated as a resident of another jurisdiction by tax authorities [115]. - The City Code on Takeovers and Mergers may apply if the company's central management and control is determined to be in the UK [118]. - The company is not expected to be subject to the City Code due to the majority of its Board residing outside the UK [119]. - The company may rely on foreign private issuer exemptions in the future, which could provide less protection to investors compared to Nasdaq listing requirements [110]. Shareholder Meeting and Equity Compensation - The company does not intend to follow Nasdaq Rule 5620(c) regarding quorum requirements for shareholder meetings, as these are not mandated under English law [113]. - The company may not comply with Nasdaq Rule 5635(c) regarding shareholder approval for equity compensation arrangements, as per the Companies Act [113]. Tax Implications and Risks - If deemed a passive foreign investment company (PFIC), the company may face adverse U.S. federal income tax consequences for U.S. taxpayers holding its ordinary shares [123]. - There is uncertainty regarding the company's status as a Passive Foreign Investment Company (PFIC) for 2024 and future years, which could affect U.S. Holders' tax implications [124]. - The company does not intend to prepare or provide information for U.S. Holders to make a valid Qualified Electing Fund (QEF) election, limiting tax options for U.S. investors [126]. - The company may face potential losses from adverse changes in market rates, including interest rates, foreign exchange rates, and inflation [576]. - The company has a risk of being classified as a PFIC, which could impose special tax rules on U.S. Holders if certain conditions are met [125]. - The company’s operating results may cause it to be classified as a PFIC in future taxable years, affecting U.S. Holders' tax treatment [124]. Financial Position and Market Risks - As of December 31, 2024, the company had $832,675 in cash and cash equivalents, indicating a strong liquidity position [577]. - The company is exposed to interest rate risk, but an immediate change in interest rates would not have a material effect on its financial position or results of operations due to the low-risk profile of its interest-bearing accounts [577]. - The company operates in international markets, including Nigeria, South Africa, Brazil, and Argentina, making it susceptible to foreign currency exchange risk, particularly between the pound sterling and the U.S. dollar [578]. - Fluctuations in foreign exchange rates may significantly impact the company's results of operations and cash flows from period to period [578]. - The company’s financial performance is subject to various market risks that could impact its overall profitability and operational stability [576].