RedCloud Holdings plc美股招股说明书(2026-07-21版)

$6,700,000 Ordinary Shares We have entered into an At the Market Offering Agreement (the “Sales Agreement”), with H.C. Wainwright & Co., LLC(“Wainwright”, or the “Manager”) relating to the sale of our ordinary shares, par value £0.002 per share, offered by this prospectussupplement and the accompanying prospectus. In accordance with the terms of such Sales Agreement, under this prospectussupplement and the accompanying prospectus, we may offer and sell our ordinary shares having an aggregate offering price of up to$6,700,000 from time to time through or to Wainwright acting as our agent or principal. Sales of our ordinary shares, if any, under this prospectus supplement will be made in sales deemed to be an “at the marketoffering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the Securities Act), including salesmade directly on or through the Nasdaq Capital Market (“Nasdaq”), the existing trading market for our ordinary shares, sales made toor through a market maker other than on an exchange or otherwise, directly to Wainwright as principal, in negotiated transactions atmarket prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permittedby law. Wainwright is not required to sell any specific amount of securities, but will act as our sales agent using commerciallyreasonable efforts consistent with its normal trading and sales practices, and applicable state and federal laws, rules and regulationsand the rules of the Nasdaq Capital Market, on mutually agreed terms between Wainwright and us. There are no minimum salerequirements, and there is no arrangement for funds to be received in any escrow, trust or similar arrangement. We provide moreinformation about how the ordinary shares will be sold in the section entitled “Plan of Distribution.” The compensation to Wainwright for sales of our ordinary shares sold pursuant to the Sales Agreement will be 3.0% of thegross proceeds of any ordinary shares sold under the Sales Agreement. In connection with the sale of the ordinary shares on our behalf,Wainwright will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Wainwright willbe deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution toWainwright with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, asamended (the “Exchange Act”). This offering pursuant to this prospectus supplement and the accompanying base prospectus willterminate upon the termination by us or Wainwright of the Sales Agreement pursuant to its terms. Our ordinary shares are currently listed on The Nasdaq Capital Market under the symbol “RCT”. On July 16, 2026, the lastreported sale price of our ordinary shares was $0.248 per share. As of July 21, 2026, the aggregate market value of our outstandingordinary shares held by non-affiliates, or public float, was $20,377,287 based on 68,380,615 shares of outstanding ordinary shares, ofwhich 27,169,716 ordinary shares are held by non-affiliates, and a per share price of $0.75, which was the closing sale price of ourordinary shares as quoted on the Nasdaq Capital Market on May 27, 2026. During the 12 calendar month period that ends on, andincludes, the date of this prospectus, we have not offered and sold any of our securities pursuant to General Instruction I.B.5 of FormF-3. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell securities registered on this registration statement in apublic primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our publicfloat remains below $75 million. We are a “foreign private issuer” and an “emerging growth company” under the U.S. federal securities laws as that term isused in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as a result, have elected to comply with certainreduced public company disclosure and reporting requirements. In addition, as long as we remain an emerging growth company, wewill qualify for certain limited exceptions from the Sarbanes-Oxley Act of 2002. Investing in our ordinary shares involves a high degree of risk. Before making any investment decision, you shouldcarefully review and consider all the information in this prospectus supplement and the accompanying prospectus, includingthe risks and uncertainties described under“Risk Factors”beginning on page S-10 of the accompanying prospectus and thoserisk factors in the documents incorporated by reference herein and therein for a discussion of information that should beconsidered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if the prospectus supplement or th