RedCloud Holdings Files Prospectus Related To The Offering Of Up To 10M Ordinary Shares By Selling Shareholders

RedCloud Holdings plc

Up to 10,000,000 Ordinary Shares

This prospectus relates to the offer and sale, from time to time, by the selling shareholders identified in this prospectus (the "Selling Shareholders") of up to 10,000,000 ordinary shares, par value £0.002 per share, of RedCloud Holdings plc (the "Company"), consisting of: (a) up to 5,000,000 ordinary shares that we may issue upon the conversion of that certain Senior Convertible Note issued to 3i, LP ("3i"), dated February 27, 2026 (the "3i Convertible Note") and (b) up to 5,000,000 ordinary shares that we may issue upon the conversion of that certain Senior Convertible Note issued to Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B ("Alto"), dated February 27, 2026 (the "Alto Convertible Note," and together with the 3i Convertible Note, the "Convertible Notes" or "Notes").

This registration does not mean that the Selling Shareholders will actually offer or sell any of these shares. We will not receive any proceeds from the resale of any of the ordinary shares being registered hereby sold by the Selling Shareholders.

Our ordinary shares are currently listed on The Nasdaq Capital Market ("Nasdaq") under the symbol "RCT". On May 29, 2026, the last reported sale price of our ordinary shares was $0.68 per share.