Nikolaus Senn, a shareholder and board member of RedCloud Holdings plc, filed Amendment No. 3 to Schedule 13D on October 28, 2026, disclosing the purchase of 1,700,000 ordinary shares in a private placement consummated that same date.

Key Highlights

  • New shares acquired: Senn purchased 1,700,000 ordinary shares of RedCloud Holdings plc in a private placement consummated on October 28, 2026.
  • Aggregate subscription price: The filing states the aggregate subscription price paid was $425,000, derived from "the offsetting of financial liabilities of the Issuer owed to the Reporting Person."
  • Total beneficial ownership: Senn now beneficially owns 11,986,524 ordinary shares, representing 13.92% of the class, according to the filing.
  • Options included: Of the 11,986,524 shares reported, 135,000 are issuable upon exercise of options exercisable within 60 days of October 28, 2026.
  • Warrants excluded: 800,000 ordinary shares issuable upon exercise of warrants are not included in the total due to beneficial ownership limitations.
  • Shares outstanding basis: The 13.92% figure is calculated based on 86,091,495 ordinary shares, which includes 85,956,495 shares outstanding as of October 27, 2026, plus the 135,000 option shares.
  • Reporting person role: Senn is identified as a citizen of Switzerland and a member of the Board of Directors of RedCloud Holdings plc.

Senn's October 2026 Private Placement and Updated Stake in RedCloud Holdings

According to the filing, Nikolaus Senn (listed in the document as Senn Nikolaus Beat) submitted Amendment No. 3 to a Schedule 13D originally filed with the SEC on June 26, 2025. The amendment was triggered by an event on October 28, 2026: Senn's participation in a private placement offering by RedCloud Holdings plc, in which he purchased 1,700,000 ordinary shares at an aggregate subscription price of $425,000. The filing states that this consideration was not cash in the conventional sense but rather derived from "the offsetting of financial liabilities of the Issuer owed to the Reporting Person."

The filing reports that Senn holds sole voting power and sole dispositive power over all 11,986,524 ordinary shares attributed to him, with no shared voting or dispositive power. Included in that total are 135,000 shares issuable upon exercise of options exercisable within 60 days of October 28, 2026. Separately, the filing notes that Senn holds 800,000 ordinary shares issuable upon exercise of warrants that are excluded from the beneficial ownership total because of "certain beneficial ownership limitations." Additionally, the filing discloses that Senn was issued 423,532 warrants on May 16, 2026, in connection with shareholder approval to issue deferred warrants from a July 2025 private placement transaction.

The source of funds section is designated as "PF" (personal funds) on the cover page. Senn's address and that of RedCloud Holdings plc are both listed as 167-169 Great Portland Street, 5th Floor, London, W1W 5PF, United Kingdom. The filing references the company's Annual Report on Form 20-F, filed May 15, 2026, for additional related-party transaction detail. The filing notes no exhibits were attached.

What Was Disclosed

Nikolaus Senn filed Amendment No. 3 to Schedule 13D disclosing his purchase of 1,700,000 RedCloud Holdings plc ordinary shares for $425,000 via offset of financial liabilities, bringing his total beneficial ownership to 11,986,524 shares, or 13.92% of the class.