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 ~~March~~July 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 into a Material Definitive Agreement.

On ~~March~~July 243, 2025, RedCloud Holdings plc (the “Company”) ~~consummated~~entered ~~its~~into ~~initial~~a ~~public~~securities ~~offering~~purchase agreement with certain institutional and accredited investors, including the Company’s largest current shareholder and a director (the “~~IPO~~Purchasers”) ~~of 4,444,445~~to purchase its ordinary shares, par value £0.002 per ordinary share (the “Ordinary Shares”), and accompanying warrants (the “Warrants”) at a ~~public~~combined ~~offering~~purchase price of $41.50 per ~~share, generating~~Ordinary ~~gross~~Share ~~proceeds~~and toaccompanying Warrants (the ~~Company~~“Private ~~of approximately $20 million before deducting underwriting discounts and offering expenses~~Placement”). The Company’s ~~Registration~~received ~~Statement~~aggregate ongross ~~Form~~proceeds ~~F-1~~of ~~(File No~~$13.5 ~~333-283012)~~million ~~for~~before ~~the~~deducting ~~IPO,~~placement ~~was~~agent ~~originally~~fees ~~filed with the U.S. Securities~~ and ~~Exchange~~other ~~Commission~~private ~~(the~~placement ~~“Commission”) on November 6, 2024 (as amended, the “Registration Statement”), and declared effective by the Commission on March 20, 2025~~expenses.

~~In connection~~ ~~with~~The ~~the IPO, the~~ Company ~~entered into an Underwriting Agreement, dated March 20, 2025 (the “Underwriting Agreement”)~~’s ~~with~~largest ~~Roth~~current ~~Capital~~shareholder ~~Partners, LLC (“Roth”)~~ and ~~Clear~~director ~~Street~~that ~~LLC~~participated ~~(“Clear~~in ~~Street,”~~the ~~together~~Private ~~with~~Placement ~~Roth,~~have ~~the~~deferred ~~“Representatives”), as~~receipt ~~representatives~~ of ~~the~~accompanying ~~several~~Warrants ~~underwriters set forth in Schedule I thereto (the “Underwriters”). The Company agreed~~ to purchase an ~~underwriting~~aggregate ~~discount~~ of ~~7.0%~~5,294,141 ~~to the public offering price of the~~ Ordinary Shares ~~sold~~until in the ~~IPO. The Underwriting Agreement contains representations, warranties and covenants made by the~~ Company ~~that~~has ~~are~~received ~~customary~~shareholder approval for ~~transactions of this type. Under~~ the ~~terms~~issuance of the ~~Underwriting~~ ~~Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under~~underlying ~~the~~Ordinary ~~Securities~~Shares ~~Act~~issuable ofupon ~~1933,~~exercise ~~as amended. In addition, pursuant to the terms~~ of the ~~Underwriting~~deferred ~~Agreement~~Warrants, ~~the~~resulting ~~Company~~in ~~and its officers and directors and certain shareholders have entered into lock-up agreements pursuant to which each of them has agreed, for a period of 180 days from~~ the ~~execution~~immediate ofissuance ~~the Underwriting Agreement, without the prior consent~~ of ~~the~~Warrants ~~Representatives, not~~ to ~~offer,~~purchase ~~sell~~12, ~~transfer~~705,859 orOrdinary ~~otherwise~~Shares ~~dispose~~at ~~of the Company’s securities, subject to limited exceptions~~closing.

~~The~~In ~~foregoing~~connection ~~description~~with of the ~~Underwriting~~Private ~~Agreement~~Placement, isthe ~~qualified~~Company inentered ~~its~~into ~~entirety~~a byPlacement ~~reference~~Agency toAgreement, ~~the~~dated ~~full~~July ~~text~~3, of2025 (the ~~Underwriting~~“Placement Agency Agreement”) with Roth Capital Partners, a ~~copy~~LLC of(“Roth”) pursuant to which isRoth ~~attached~~acted as ~~Exhibit~~the ~~1.1~~exclusive ~~hereto~~placement agent ~~and~~for ~~incorporated~~the ~~herein~~Private ~~by reference~~Placement.

InThe ~~addition, the~~ Company ~~issued~~also toentered ~~Roth~~into ~~warrants~~a toRegistration ~~purchase~~Rights ~~up to 222~~Agreement,~~222~~ ~~Ordinary~~dated ~~Shares~~July 3, ~~which~~2025 ~~is equal to 5.0% of the number of Ordinary Shares sold in the IPO~~ (the “~~Representative’s~~Registration ~~Warrants~~Rights Agreement”). ~~The Representative’s Warrants have an initial exercise~~with ~~price~~each ~~equal to $4.95 per share, or 110%~~ of the ~~public~~Purchasers ~~offering~~pursuant ~~price~~to ofwhich the ~~Orindary~~Company ~~Shares~~has ~~sold~~agreed into ~~the~~file ~~IPO.~~a ~~The~~registration ~~Representative’s Warrants~~statement ~~are exercisable at any time and from time~~ to ~~time,~~register ~~in whole or in part, during~~ the ~~five-year~~Ordinary ~~period~~Shares ~~commencing on March 24,~~and ~~2025.~~accompanying ~~The Representative’s~~ Warrants ~~provide~~purchased ~~for~~in ~~registration~~the ~~rights~~Private (including a one-time demand registration right and unlimited piggyback rights, expiring at five years and seven years from March 24, 2025, respectively) and customary anti-dilution provisions, as permitted by FINRA Rule 5110(g)(8)Placement.

The foregoing ~~description~~descriptions of the ~~Representative’s~~Warrant, ~~Warrants~~Securities isPurchase Agreement, Placement Agency Agreement and Registration Rights Agreement are qualified in ~~its~~their entirety by reference to the full text of the ~~Representative’s~~Form of Warrant, Form of Securities Purchase Agreement, Form Placement ~~Warrants~~Agency Agreement, aand ~~copy~~Form of Registration Rights Agreement, copies of which isare attached as Exhibit 4.1, Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 hereto and incorporated herein by reference.

Other Events.

On ~~March~~July 203, 2025, the Company issued a press release announcing the pricing of the ~~IPO~~Private Placement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 6-K.

On March 24, 2025, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 6-K.

Financial Statements and Exhibits.

The following exhibits are being filed herewith:

Exhibit No.		Description
1.1		Underwriting Agreement, dated March 20, 2025, by and among the Company, Roth Capital Partners, LLC and Clear Street LLC.
4.1		Form of Warrant
4.1		Representative’s Warrants, dated March 24, 2025, issued to Roth Capital Partners, LLC.
10.1		Form of Securities Purchase Agreement
99.1		Press Release, dated March 20, 2025.
10.2		Form of Placement Agency Agreement by and between the Company and Roth Capital Partners, LLC
99.2		Press Release, dated March 24, 2025.
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: ~~March~~July 249, 2025

Filing Compare · RedCloud Holdings plc