RedCloud Holdings Files Resale Prospectus For Up To 50M Shares Under Equity Line Agreements With Tumim And Amiens, Supporting Potential Sales Of Up To $30M In Ordinary Shares To The Investors

RedCloud Holdings plc

Up to 50,000,000 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 50,000,000 ordinary shares, par value £0.002 per share, of RedCloud Holdings plc (the "Company"), consisting of: (a) up to 25,000,000 ordinary shares that we may issue to Tumim Stone Capital LLC ("Tumim") pursuant to an ordinary shares purchase agreement between the Company and Tumim, dated February 26, 2026 (the "Tumim Purchase Agreement") and (b) up to 25,000,000 ordinary shares that we may issue to Amiens Technology Investments LLC ("Amiens") pursuant to an ordinary shares purchase agreement between the Company and Amiens, dated February 26, 2026 (the "Amiens Purchase Agreement", together with the Tumim Purchase Agreement, the "ELOC Purchase Agreements").

Pursuant to Rule 429 under the Securities Act of 1933, as amended (the "Securities Act"), this prospectus is a combined prospectus which constitutes a post-effective amendment to, and forms a part of, Registration Statement No. 333-294358 (the "Initial Registration Statement"). The Initial Registration Statement registered the resale of up to 5,200,000 ordinary shares, of which 2,729,326 remain unsold as of the date of this combined prospectus and are included in the 50,000,000 shares that are registered for resale in this prospectus.

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. However, the ELOC Purchase Agreements provide that we may sell up to an aggregate of $30,000,000 in ordinary shares, on a pro rata basis, to Tumim and Amiens, from time to time, in our discretion after the date the registration statement that includes this prospectus is declared effective and after satisfaction of other conditions in the ELOC Purchase Agreements.