您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。 [美股招股说明书]:红云控股有限公司美国存托凭证招股说明书(2026年6月18日版) - 发现报告

红云控股有限公司美国存托凭证招股说明书(2026年6月18日版)

2026-06-18 美股招股说明书 周振
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RedCloud Holdings plc Up to 10,000,000 Ordinary Shares This Prospectus Supplement is being filed to update and supplement the information contained in the prospectus dated June11, 2026 (the “Prospectus”) that forms a part of our Registration Statement on Form F-1, as amended (File No. 333-294615) (the“Registration Statement”) with the information contained in the Current Report on Form 6-K filed with the Securities and Exchange 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 10,000,000 ordinary shares, par value £0.002 per share, of RedCloud Holdings plc, consisting of:(a) up to 5,000,000 ordinary shares that we may issue upon the conversion of that certain Senior Convertible Note issued to 3i, LP,dated February 27, 2026 and (b) up to 5,000,000 ordinary shares that we may issue upon the conversion of that certain Senior 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 in Our ordinary shares are currently listed on The Nasdaq Capital Market under the symbol “RCT”. On June 17, 2026, the lastreported sale price of our ordinary shares was $0.63 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 documents 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 June 18, 2026 UNITED STATESSECURITIES AND EXCHANGE COMMISSION FORM 6-K For the month of June 2026 Commission File Number: 001-42557 Form 20-F☒Form 40-F☐ As previously disclosed, on February 26, 2026, RedCloud Holdings plc (the “Company”) entered into securities purchase agreements(the “Note Purchase Agreements”) with certain institutional investors (the “Investors”), pursuant to which the Company issued andsold senior convertible notes in the aggregate principal amount of $4,347,826.08 (the “Notes”). The Notes are convertible into On June 15, 2026, in exchange for certain waivers, the Company entered into an amendment and waiver agreement (the “WaiverAgreement”) with the holders of the Notes. Pursuant to the Waiver Agreement, the parties agreed to amend certain terms of the Notes, SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized. RedCloud Holdings plc By:/s/ Justin FloydName:Justin FloydTitle: Chief Executive Officer Date: June 16, 2026