REDCLOUD HOLDINGS PLC

• ⚠

  Material uncertainty over going concern

  The Company has made significant investments in technology and people to enable it to continue to achieve notable sales growth, these conditions still raise substantial doubt regarding the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to utilize the resources in place of generating future profitable operations, to develop additional acquisition opportunities, and to obtain the necessary financing to meet its obligations and repay its liabilities arising from business operations when they come due.

• ◆

  2 PSCs ceased in last 24 months

  Significant control changed hands — see the Ownership section.

Accounting basis

US GAAP

Reporting scope

Consolidated group

Auditor

PKF Littlejohn LLP

Audit opinion

Unqualified (clean)

Going concern

Material uncertainty disclosed

“The Company has made significant investments in technology and people to enable it to continue to achieve notable sales growth, these conditions still raise substantial doubt regarding the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to utilize the resources in place of generating future profitable operations, to develop additional acquisition opportunities, and to obtain the necessary financing to meet its obligations and repay its liabilities arising from business operations when they come due.”

Group structure

1. REDCLOUD HOLDINGS PLC · parent
   1. Marketplace Technologies Nigeria Limited 100% · Nigeria · Development and operation of an AI-powered Open Commerce Platform for B2B trade, connecting FMCG brands, distributors, and retailers.
   2. RedCloud Peru S.A.C 100% · Peru · Development and operation of an AI-powered Open Commerce Platform for B2B trade, connecting FMCG brands, distributors, and retailers.
   3. RedCloud Technology Argentina SA 100% · Argentina · Development and operation of an AI-powered Open Commerce Platform for B2B trade, connecting FMCG brands, distributors, and retailers.
   4. RedCloud IP Limited 100% · United Kingdom · Development and operation of an AI-powered Open Commerce Platform for B2B trade, connecting FMCG brands, distributors, and retailers.
   5. RedCloud Technologies Brazil Servicos Digitais Ltda 100% · Brazil · Development and operation of an AI-powered Open Commerce Platform for B2B trade, connecting FMCG brands, distributors, and retailers.
   6. RedCloud Technologies (Pty) Ltd 100% · South Africa · Development and operation of an AI-powered Open Commerce Platform for B2B trade, connecting FMCG brands, distributors, and retailers.
   7. RedCloud Technologies (Portugal) Unipessoal Lda 100% · Portugal · Development and operation of an AI-powered Open Commerce Platform for B2B trade, connecting FMCG brands, distributors, and retailers.
   8. RedCloud Technologies, Inc. 100% · United States · Development and operation of an AI-powered Open Commerce Platform for B2B trade, connecting FMCG brands, distributors, and retailers.
   9. RedCloud Technologies UK Ltd 100% · United Kingdom · Development and operation of an AI-powered Open Commerce Platform for B2B trade, connecting FMCG brands, distributors, and retailers.

Significant events

• “RedCloud Holdings plc successfully completed its Initial Public Offering (IPO) and was listed on the NASDAQ stock exchange in March 2025.”
• “The Company announced the successful closing of its initial public offering (IPO) on March 21, 2025, selling 4,444,445 ordinary shares at $4.50 per share, resulting in gross proceeds of approximately $20 million.”
• “The Company had previously recorded GBP450,000 ($562,000) as at December 31, 2023, to other current liabilities for its estimated liability involving a commercial dispute regarding the amounts due under a purported loan agreement dated May 2014. The Company has reduced the liability estimated as of December 31, 2024, to GBP350,000 ($437,500) as negotiations to resolve the dispute had advanced through the course of the year. On 2 May 2025 the Company entered into a settlement agreement to resolve the dispute, in the amount of £350,000 inclusive of interests and costs.”
• “In the year ended December 31, 2024, the Company recorded GBP12,500 ($15,625) to other current liabilities for its estimated liability involving an commercial related matter with a former contractor.”
• “In the year ended December 31, 2024, the Company recorded GBP20,000 ($25,000) to other current liabilities for its estimated liability involving an employment related matter with a former employee.”
• “The Company received a claim from a former contractor in 2025 seeking an amount of £203,140 in relation to certain purported amounts due and payable by the Company following the termination of the contractor's contract. The Company is not of the view a contingent liability needs to be made in relation to this claim.”
• “In the year ended December 31, 2024, the Company recorded South African Rand ("ZAR") ZAR 240,000 ($12,698), to other current liabilities for its estimated liability involving an employment related matter with a former employee. The Company entered into a Settlement Agreement with the former employee on 11 March 2025 in respect of which the Company agreed to resolve the the claim at an agreed amount of ZAR 240,000 ($12,698).”
• “In the year ended December 31, 2024, the Company recorded South African Rand ("ZAR") ZAR 150,000 ($7,936), to other current liabilities for its estimated liability involving an employment related matter with a former employee.”
• “On 24 March 2025 the Company put in place Directors and Officers (D&O) insurance coverage through its insurance brokers, Gallagher, with a total cost of $960k per year.”
• “On 23 September 2025, RedCloud Technology Ltd signed a Framework Loan Agreement with Lienhardt & Partner Privatbank Zürich AG, securing access to a revolving credit facility of up to GBP 2,000,000.”
• “Between 29 September and 9 October 2025, a total of 1,791,717 share options were exercised at an exercise price of $1.50 per option, resulting in gross proceeds of $2,687,576. The exercise led to the issuance of 1,791,717 new ordinary shares each.”

Auditor, going-concern and subsidiary information is drawn from the narrative of the latest annual accounts. About these numbers

Filings

20

last 12 months

Capital events

11

last 24 months

Officers appointed

1

last 12 months

Officers resigned

2

last 12 months

Direct counts from the register. No score, no rating — see the Filing timeline for the underlying events.