UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~July~~October 2025

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 ☐

~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

On ~~July~~October 330, 2025, RedCloud Holdings plc (announced the ~~“Company”)~~dismissal ~~entered~~of ~~into~~Turner aStone ~~securities~~& ~~purchase~~Company, ~~agreement~~L.L.P. ~~with~~(“Turner ~~certain institutional and accredited investors~~Stone”), ~~including~~ the Company’s ~~largest~~independent ~~current~~registered ~~shareholder~~public ~~and~~accounting ~~a director (the “Purchasers”) to purchase its ordinary shares~~firm, ~~par~~and ~~value~~appointment ~~£0.002~~of ~~per~~PKF ~~ordinary~~Littlejohn ~~share~~LLP (~~the~~ “~~Ordinary Shares~~PKF”), ~~and~~as ~~accompanying~~the ~~warrants~~Company’s ~~(the~~independent ~~“Warrants”)~~registered ataccounting afirm ~~combined~~for ~~purchase~~the ~~price~~fiscal ofyear ~~$1.50~~ending ~~per~~December ~~Ordinary~~31, ~~Share~~2025, ~~and~~effective ~~accompanying~~October ~~Warrants~~27, ~~(the~~2025. ~~“Private~~The ~~Placement”).~~appointment of PKF ~~The~~and ~~Company~~decision ~~received~~not ~~aggregate~~to ~~gross~~re-engage ~~proceeds~~Turner ofStone ~~$13.5~~has ~~million~~been ~~before~~approved ~~deducting~~by ~~placement~~the ~~agent~~audit ~~fees~~committee and ~~other~~the ~~private~~board ~~placement~~of ~~expenses~~directors of the Company.

~~The Company~~Turner Stone’s ~~largest~~ ~~current~~reports ~~shareholder~~on ~~and director that participated in~~ the ~~Private~~Company’s ~~Placement~~consolidated ~~have~~financial ~~deferred~~statements ~~receipt~~as of ~~accompanying~~and ~~Warrants~~for ~~to purchase an aggregate of 5,294,141 Ordinary Shares until~~ the ~~Company~~fiscal ~~has~~years ~~received~~ended ~~shareholder~~December ~~approval~~31, ~~for~~2024 and ~~the~~2023 ~~issuance~~did ofnot ~~the~~contain ~~underlying Ordinary~~an ~~Shares~~adverse ~~issuable~~opinion ~~upon~~or ~~exercise~~disclaimer of ~~the~~opinion ~~deferred~~and ~~Warrants,~~were ~~resulting~~not inqualified ~~the~~or ~~immediate~~modified ~~issuance~~as ~~of Warrants~~ to ~~purchase 12~~uncertainty,~~705,859 Ordinary~~ ~~Shares~~audit atscope or ~~closing.~~accounting principles.

InDuring ~~connection~~the ~~with~~fiscal ~~the~~years ~~Private~~ended ~~Placement~~December 31, ~~the~~2024 ~~Company~~and ~~entered~~2023 ~~into~~and athe ~~Placement~~subsequent ~~Agency~~interim ~~Agreement,~~period ~~dated~~through ~~July~~October 327, 2025, (~~the~~i) ~~“Placement~~there were no disagreements ~~Agency~~as ~~Agreement”)~~that ~~with~~term ~~Roth~~is ~~Capital~~defined ~~Partners,~~in ~~LLC~~Item 16F(~~“Roth”~~a)(1)(iv) ~~pursuant~~of toForm 20-F, between the Company and Turner Stone on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which ~~Roth~~that, ~~acted~~if asnot resolved to Turner Stone’s satisfaction, would have caused Turner Stone to make reference to the ~~exclusive~~subject ~~placement~~matter of any such disagreement in connection with its ~~agent~~reports for such years and interim period, and (ii) there were no reportable events within the ~~Private~~meaning ~~Placement~~of Item 16F(a)(1)(v) of Form 20-F.

The Company ~~also~~has ~~entered~~provided ~~into~~ a ~~Registration~~copy ~~Rights~~of ~~Agreement,~~the ~~dated~~foregoing ~~July~~disclosures 3,to ~~2025~~Turner ~~(the~~Stone ~~“Registration~~and ~~Rights~~requested ~~Agreement”)~~that ~~with each~~Turner ofStone ~~the~~furnish ~~Purchasers~~them ~~pursuant~~with toa ~~which~~letter addressed to the ~~Company~~Securities ~~has~~and ~~agreed~~Exchange toCommission ~~file~~stating awhether ~~registration~~Turner ~~statement~~Stone toagrees ~~register~~with the ~~Ordinary~~above ~~Shares~~statements. ~~and~~A copy of Turner Stone’s ~~accompanying~~letter, ~~Warrants~~dated ~~purchased~~October in29, ~~the~~2025, ~~Private~~is ~~Placement~~filed as Exhibit 16.1 to this Form 6-K.

~~The~~During ~~foregoing~~the ~~descriptions~~Company’s offiscal ~~the~~years ~~Warrant~~ended December 31, ~~Securities~~2024 ~~Purchase~~and ~~Agreement~~December 31, ~~Placement~~2023 ~~Agency~~and ~~Agreement~~the ~~and~~subsequent ~~Registration~~interim ~~Rights~~period ~~Agreement~~through ~~are~~October 27, ~~qualified~~2025, inneither ~~their~~the ~~entirety~~Company bynor ~~reference~~anyone toon ~~the~~its ~~full~~behalf ~~text~~has ofconsulted with PKF regarding (i) the ~~Form~~application of ~~Warrant~~accounting principles to a specified transaction, ~~Form~~either completed or proposed, or the type of ~~Securities~~audit ~~Purchase~~opinion ~~Agreement,~~that ~~Form~~might ~~Placement Agency~~be ~~Agreement~~rendered on the Company’s financial statements, and ~~Form~~neither ofa ~~Registration~~written ~~Rights~~report ~~Agreement,~~nor ~~copies~~oral ofadvice ~~which~~was ~~are~~provided ~~attached~~to the Company that PKF concluded was an important factor considered by the Company in reaching a decision as ~~Exhibit~~to ~~4.1~~any accounting, ~~Exhibit~~auditing, ~~10.1~~or financial reporting issue, ~~Exhibit~~(ii) ~~10.2~~any matter that was the subject ~~and~~of ~~Exhibit~~a ~~10.3~~disagreement ~~hereto~~as ~~and~~that ~~incorporated~~term ~~herein~~is bydefined ~~reference~~in Item 16F(a)(1)(iv) of Form 20-F, or (iii) any reportable event within the meaning of Item 16F(a)(1)(v) of Form 20-F.

Other Events.

On July 3, 2025, the Company issued a press release announcing the pricing of the Private Placement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 6-K.

Financial Statements and Exhibits.

The following exhibits are being filed herewith:

Exhibit No.		Description
4.1		Form of Warrant
16.1		Letter of Turner Stone & Company, L.L.P. to the Securities and Exchange Commission, dated October 29, 2025
10.1		Form of Securities Purchase Agreement
10.2		Form of Placement Agency Agreement by and between the Company and Roth Capital Partners, LLC
10.3		Form of Registration Rights Agreement
99.1		Press Release, dated July 3, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	RedCloud Holdings plc

	By:	/s/ Justin Floyd
	Name:	Justin Floyd
	Title:	Chief Executive Officer

Date: ~~July~~October 930, 2025

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