RedCloud Holdings plc filed a Post-Effective Amendment No. 1 to its Form F-1 registration statement on October 28, 2026, to deregister 3,656,116 ordinary shares following the full repayment of two Senior Convertible Notes.

Key Highlights

  • Full payoff completed: The company paid in full all principal and accrued interest on the Senior Convertible Notes dated February 27, 2026, on October 26, 2026.
  • Shares deregistered: 3,656,116 ordinary shares, par value £0.002 per share, are being removed from registration as unsold and unissued securities.
  • Original registration: The Form F-1 (File No. 333-294615) registered an aggregate of 10,000,000 ordinary shares for resale and was declared effective by the SEC on June 11, 2026.
  • Noteholders affected: The deregistered shares had been reserved for potential conversion by 3i, LP and Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B ("Alto"), up to 5,000,000 shares each.
  • Emerging growth company: The registrant indicated it qualifies as an emerging growth company under Rule 405 of the Securities Act of 1933.

RedCloud Holdings Removes Unsold Conversion Shares Following Note Repayment

According to the filing, RedCloud Holdings plc submitted Post-Effective Amendment No. 1 to Registration Statement No. 333-294615 on October 28, 2026. The amendment's stated purpose is to deregister all unsold securities remaining under the original Form F-1, which had been filed on June 2, 2026, and declared effective by the SEC on June 11, 2026. The original registration covered up to 10,000,000 ordinary shares for resale, consisting of up to 5,000,000 shares issuable upon conversion of a Senior Convertible Note issued to 3i, LP and up to 5,000,000 shares issuable upon conversion of a Senior Convertible Note issued to Alto.

The company disclosed that on October 26, 2026, it paid in full all principal and accrued interest owed under both Senior Convertible Notes, which were originally dated February 27, 2026. As a result of that payoff, the filing states that 3i and Alto "can no longer acquire such shares under the terms of the Senior Convertible Notes and therefore will not offer and resell such shares pursuant to the Registration Statement." The company reported that 3,656,116 ordinary shares remain unissued as of the date of the amendment and are therefore subject to deregistration.

The amendment was made in accordance with an undertaking in Item 9 of Part II of the original Registration Statement, which committed the company to remove from registration by post-effective amendment any securities registered for issuance that remain unsold at the termination of the offering. The filing was signed by Justin Floyd, Chief Executive Officer of RedCloud Holdings plc, a company incorporated in England and Wales with its principal offices located at 167-169 Great Portland Street, 5th Floor, London, W1W 5PF, United Kingdom.

What Was Disclosed

RedCloud Holdings plc filed to deregister 3,656,116 ordinary shares previously registered for potential resale by convertible note holders 3i, LP and Alto, following the full repayment of those notes on October 26, 2026.