RedCloud Holdings plc filed a Form 6-K on October 27, 2026, disclosing the full repayment and extinguishment of two senior convertible notes originally issued in February 2026, funded through a non-dilutive shareholder loan.

Key Highlights

  • Original issuance: On February 27, 2026, RedCloud Holdings issued two senior convertible notes, each with an original face amount of $2,173,913, generating aggregate cash proceeds of $4.0 million.
  • June 2026 amendments: On June 16, 2026, amendments and waivers reduced the conversion price from $1.30 to $0.57 and increased the outstanding principal balances by $1,833,328.
  • Full extinguishment: On October 26, 2026, the company fully repaid and extinguished all amounts outstanding under both senior convertible notes.
  • Non-dilutive funding: Repayment was made using proceeds from a non-dilutive shareholder loan, according to the filing.
  • Share deregistration planned: The company disclosed plans to deregister the unsold ordinary shares under the applicable registration statement following repayment.
  • Incorporated by reference: The filing, excluding Exhibit 99.1, is incorporated by reference into the company's Registration Statement on Form F-3 (File No. 333-296836).

RedCloud Holdings Repays and Retires Convertible Notes Through Shareholder Loan

According to the Form 6-K filed with the U.S. Securities and Exchange Commission, RedCloud Holdings plc (NASDAQ:RCT) entered into two substantially similar financing arrangements on February 27, 2026, with investors 3i, LP and Alto Opportunity Master Fund SPC. Each investor acquired a senior convertible note with an original face amount of $2,173,913 for cash proceeds of $2.0 million, resulting in aggregate cash proceeds of $4.0 million to the company.

The filing discloses that on June 16, 2026, the company and the investors executed amendments and waivers relating to both notes. Among the changes, the amendments reduced the conversion price from $1.30 to $0.57 per share, revised the contractual principal balances, and waived specified registration-related defaults and associated claims. The filing states that the net effect of the amendments was to increase the outstanding principal balances by $1,833,328.

On October 26, 2026, the company reported that following contractual repayments, certain conversions at the election of the holders, and a mutual agreement for an early redemption, both senior convertible notes were fully repaid using proceeds from a non-dilutive shareholder loan. The filing states the notes "have been fully satisfied and extinguished." The company also disclosed plans to deregister the unsold ordinary shares under the applicable registration statement. The filing includes a forward-looking statement caution noting that plans to deregister and other matters involve risks and uncertainties, and that the company does not intend to update such statements except as required by law.

What Was Disclosed

RedCloud Holdings plc reported the full extinguishment of two senior convertible notes originally worth $2,173,913 each, after amendments in June 2026 altered terms, with final repayment on October 26, 2026, funded by a non-dilutive shareholder loan.