RedCloud Holdings Files Resale Prospectus Covering Up To 19,335,283 Shares

RedCloud Holdings plc

Up to 19,335,283 Ordinary Shares

This prospectus relates to the offer and sale from time to time by the selling stockholders identified in this prospectus (the "Selling Stockholders") of up to 19,335,283 ordinary shares issued by us pursuant to a securities purchase agreement, between us and the Selling Stockholders, dated July 3, 2025 (the "Offering"). These shares consist of (i) 5,000,000 ordinary shares issued by us in the Offering, and (ii) up to 9,041,142 ordinary shares (the "PIPE Warrant Shares") issuable upon exercise of warrants (the "PIPE Warrants") at an initial exercise price of $1.50 per share originally issued by us on July 8, 2025 in the Offering; and (iii) up to 5,294,141 ordinary shares (the "Deferred Warrant Shares" and together with the PIPE Warrant Shares, the "Warrant Shares") issuable upon exercise of warrants (the "Deferred Warrants" and together with the PIPE Warrants, the "Warrants") at an initial exercise price of $1.50 per share originally issued by us on May 16, 2026 following receipt of shareholder approval in connection with the Offering.

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. 333-288747 (the "Initial Registration Statement"). The Initial Registration Statement registered the resale of up to 21,705,859 ordinary shares, of which 14,041,142 remain unsold as of the date of this combined prospectus and are included in the 19,335,283 shares that are registered for resale in this prospectus as described elsewhere herein.

This registration does not mean that the Selling Stockholders 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, we may receive proceeds from the exercise of the Warrants held by the Selling Stockholders exercised other than pursuant to any applicable cashless exercise provisions of such warrants.