RedCloud Holdings plc filed a Form 6-K on November 13, 2026, disclosing the terms and effective date of a 100-to-1 reverse share split of its ordinary shares, undertaken in response to a Nasdaq delisting determination related to the minimum bid price rule.

Key Highlights

  • Reverse split ratio: Shareholders will receive 1 ordinary share for every 100 shares held, effective 12:01 a.m. Eastern Time on November 17, 2026.
  • Delisting notice: On October 13, 2026, Nasdaq issued a Staff Delisting Determination citing non-compliance with the Minimum Bid Price Rule, which requires a minimum bid price of at least $1.00 per share.
  • Hearing scheduled: The company appealed the Staff Determination and a Nasdaq Hearings Panel oral hearing is scheduled for November 17, 2026; trading suspension has been stayed pending the outcome.
  • Nominal value adjustment: The nominal value of ordinary shares will increase from £0.002 per share to £0.20 per share to reflect the consolidation.
  • Allotment authority: The company's allotment authority will be proportionally adjusted to 10,000,000 ordinary shares following the reverse split.
  • New CUSIP: The new CUSIP number for the company's ordinary shares will be G71115 201; the trading symbol remains "RCT" on The Nasdaq Capital Market.
  • Fractional shares: Resulting fractional shares will be sold for the best price reasonably obtainable, with cash paid to shareholders in lieu of fractional shares.

RedCloud Holdings Reverse Split Details and Nasdaq Compliance Context

According to the filing, RedCloud Holdings plc (NASDAQ:RCT) is implementing the reverse share split to raise the per-share bid price of its ordinary shares above $1.00 and return to compliance with Nasdaq Listing Rule 5550(a)(2). The company disclosed that shareholders approved both the 100-to-1 share consolidation and an amendment to the Articles of Association at a general meeting held on October 30, 2026. The amendment proportionally adjusts the nominal value of ordinary shares from £0.002 to £0.20 per share.

The filing states that on October 13, 2026, the company received a Staff Delisting Determination from Nasdaq's Listing Qualifications Department, notifying it that Nasdaq had initiated the delisting process due to non-compliance with the Minimum Bid Price Rule. The company appealed by requesting an oral hearing before the Nasdaq Hearings Panel, which was granted and scheduled for November 17, 2026 - the same date the reverse split becomes effective. The filing notes that this request "has stayed the suspension of trading or delisting of the Company's ordinary shares pending the hearing and the Hearing Panel's decision."

The company disclosed that equity awards outstanding immediately prior to the reverse split will be adjusted to reflect the consolidation, and outstanding warrants will be proportionately adjusted to increase the exercise price and reduce the number of issuable shares, leaving the aggregate exercise price of warrants unchanged. Each shareholder's percentage ownership interest and proportional voting power will remain unchanged, except for minor changes resulting from fractional share treatment, according to the filing. The company stated it "cannot provide assurance that the Reverse Share Split will achieve the desired effects or that, if achieved, such desired effects will be sustained, or that the Hearings Panel will decide in the Company's favor."

What Was Disclosed

RedCloud Holdings plc disclosed a 100-to-1 reverse share split effective November 17, 2026, undertaken to address a Nasdaq delisting determination for failure to maintain a $1.00 minimum bid price. A Nasdaq Hearings Panel is scheduled for the same date.