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].

As filed with the Securities and Exchange Commission on February 26, 2025 Registration Number 333-283012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to 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 (I.R.S. Employer Identification No.) (State or other jurisdiction of incorporation or organization) Classification Code Number) 50 Liver ...

As filed with the Securities and Exchange Commission on February 18, 2025 Registration Number 333-283012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to 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 (I.R.S. Employer Identification No.) (State or other jurisdiction of incorporation or organization) Approximate date of commencement of ...

As filed with the Securities and Exchange Commission on January 31, 2025 Registration Number 333-283012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to 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 (I.R.S. Employer Identification No.) (State or other jurisdiction of incorporation or organization) Classification Code Number) 50 Liverp ...

As filed with the Securities and Exchange Commission on January 22, 2025 Registration Number 333-283012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM F-1 RedCloud Holdings plc (Exact Name of Registrant as Specified in its Charter) England and Wales 5990 Not Applicable (I.R.S. Employer Identification No.) (State or other jurisdiction of incorporation or organization) Classification Code Number) 50 Liverpool Street, London, EC2M 7PY, United Kingdom +44 (0) 207 ...

As filed with the Securities and Exchange Commission on January 10, 2025 Registration Number 333-283012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to 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 (I.R.S. Employer Identification No.) (State or other jurisdiction of incorporation or organization) Classification Code Number) 50 Liverp ...