RedCloud Holdings plc美股招股说明书(2026-08-10版)

RedCloud Holdings plc Up to 50,000,000 Ordinary Shares This Prospectus Supplement is being filed to update and supplement the information contained in the prospectus dated June23, 2026 (the “Prospectus”) that forms a part of our Registration Statement on Form F-1, as amended (File No. 333-296419) (the“Registration Statement”) with the information contained in the Current Report on Form 6-K filed with the Securities and ExchangeCommission on August 10, 2026. Accordingly, we have attached the Current Report on Form 6-K to this Prospectus Supplement. The Prospectus and this Prospectus Supplement relate to the offer and sale, from time to time, by the selling shareholdersidentified in the Prospectus of up to 50,000,000 ordinary shares, par value £0.002 per share, of RedCloud Holdings plc, consisting of:(a) up to 25,000,000 ordinary shares that we may issue pursuant to that certain ordinary share purchase agreement, by and between theCompany and Tumim Stone Capital LLC, dated February 26, 2026 and (b) up to 25,000,000 ordinary shares that we may issuepursuant to that certain ordinary share purchase agreement, by and between the Company and Amiens Technology Investments LLC,dated February 26, 2026. This Prospectus Supplement updates and supplements the information in the Prospectus and is not complete without, and maynot be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. ThisProspectus Supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information inthe Prospectus and this Prospectus Supplement, you should rely on the information in this Prospectus Supplement. Our ordinary shares are currently listed on The Nasdaq Capital Market under the symbol “RCT”. On August 7, 2026, the lastreported sale price of our ordinary shares was $0.20 per share. 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 Prospectus, including the risks anduncertainties described under“Risk Factors”beginning on page 9 of the Prospectus and those risk factors in the documentsincorporated by reference for a discussion of information that should be considered in connection with an investment in oursecurities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if the Prospectus or this Prospectus Supplement is truthful or complete. Any representation tothe contrary is a criminal offense. The date of this Prospectus Supplement is August 10, 2026 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2026 Commission File Number: 001-42557 RedCloud Holdings plc(Registrant’s Name) 50 Liverpool Street,London, EC2M 7PY, United Kingdom(Address of Principal Executive Offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F☒Form 40-F☐ On August 10, 2026, RedCloud Holdings plc (the “Company”) received written notification (the “Notification Letter”) from TheNasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with the minimum market value of listed securities setforth in Nasdaq’s rules for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(2) requires primary securitieslisted on the Nasdaq Capital Market to maintain a minimum market value of listed securities of $35,000,000 (the “MVLSRequirement”), and Listing Rule 5810(c)(3)(C) provides that a failure to meet the MVLS Requirement exists if a deficiency underRule 5550(b)(2) continues for a period of 30 consecutive business days. Based on the market value of the Company’s listed securitiesfor a period of 30 consecutive business days prior to and including August 7, 2026, the Company is not in compliance with the MVLSRequirement. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has a cure period of 180 calendar days, or until February 8, 2027(the “Compliance Period”), to regain compliance with the MVLS Requirement. To regain compliance, the market value of theCompany’s listed securities must meet or exceed $35,000,000 for at least 10 consecutive business days during the Compliance Period.If the Company does not regain compliance during such period, Nasdaq will provide written notice that the Company’s ordinary sharesare subject to delisting. In that event, the Company may appeal such determination to a hearing panel. The Company will make its best efforts to regain compliance with the MVLS Requirement prior to the expiration of the CompliancePeriod. However, there can be no assurance that the Company will succeed in doing so. There is no i