$RCT

RedCloud Holdings plc

CIK:0002027360|SEC Filings

Consolidated Statements of Operations	12 Months Ended
Consolidated Statements of Operations	Dec. 31, 2025 USD ($) $ / shares shares	Dec. 31, 2024 USD ($) $ / shares shares
Income Statement [Abstract]
Revenue	$ 48,539,353	$ 46,499,285
Operating expenses:
General and administrative	10,474,040	3,922,348
Salaries, benefits, contractor costs	21,761,699	19,256,255
Marketing and commissions	49,124,527	52,918,949
Travel	988,075	1,930,599
Professional fees	2,691,821	2,112,047
Product and technology development	4,386,105	3,126,087
Depreciation and amortization	2,717,640	1,881,323
Total operating expenses	92,143,907	85,147,608
Net loss from operations	(43,604,554)	(38,648,323)
Other expense:
Interest (income)/expense	2,189,964	3,120,054
Other Income	(1,165,544)
Gain on Debt Extinguishment		4,377,051
Loss from change in fair-value of convertible shareholder loans		5,951,087
Foreign currency loss	1,607,877	470,219
Net loss before income taxes	(46,236,851)	(52,566,734)
Income tax benefit		1,851,038
Net loss	$ (46,236,851)	$ (50,715,696)
Loss per Share
Loss per Share, basic \| $ / shares	$ (1.03)	$ (2.09)
Loss per Share, diluted \| $ / shares	$ (1.03)	$ (2.09)
Weighted-average common shares outstanding, basic \| shares	45,017,170	24,297,063
Weighted-average common shares outstanding, diluted \| shares	45,017,170	24,297,063

Consolidated Statements of Cash Flows	12 Months Ended
Consolidated Statements of Cash Flows	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)
Cash flows from operating activities:
Net loss	$ (46,236,851)	$ (50,715,696)
Adjustments reconcile net loss to cash used in operating activities:
Depreciation and amortization	2,717,640	1,881,323
Stock-based compensation	7,824,176	1,275,425
Bad debt expense	99,217	44,457
Loss from change in fair-value of convertible shareholder loan		5,951,087
Non-cash gain on debt extinguishment		4,377,051
Accrued interest expense on shareholder loans	199,605	1,957,401
Shareholder loan debt discounts		192,632
Unrealised loss/(gains)	(1,160,857)	(488,158)
Changes in operating assets and liabilities:
Accounts receivable and other receivables	2,658,166	(3,957,116)
Prepayments and Other current assets	942,121	(2,663,083)
Accounts payable and vouchers payable	(4,589,278)	7,361,586
Accrued expenses	(895,845)	2,107,266
Value-added tax payable	201,054	(670,241)
Income taxes receivable	1,400,525	(1,390,745)
Other current liabilities	(143,073)	57,356
Net cash used in operating activities	(36,983,400)	(34,679,455)
Cash flows from investing activities:
Purchases of property and equipment	(147,196)	(629,958)
Purchases of intangible assets	(2,983,675)	(3,261,930)
Acquisition of investment in joint venture	(134,476)
Net cash used in investing activities	(3,265,347)	(3,891,888)
Cash flows from financing activities:
Proceeds from issuance of common stock	36,670,703
Proceed from issuance of debt (convertible loans)		7,228,736
Proceed from shareholder loan		27,820,784
Proceeds from short-term borrowings	3,207,028
Net cash provided by financing activities	39,877,731	35,049,520
Effect of exchange rate changes on cash and cash equivalents	17,328	3,767,344
Change in cash, cash equivalents and restricted cash during the year	(353,689)	245,521
Cash, cash equivalents and restricted cash, beginning of year	832,671	587,150
Cash, cash equivalents and restricted cash, end of period	478,982	832,671
*Non-cash transactions in the year related to the folowing:
Conversion of Shareholders loans to equity on IPO	42,132,783
Convertible loans to equity	$ 22,560,124

Consolidated Balance Sheets - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Current Assets:
Cash and cash equivalents	$ 478,983	$ 800,735
Restricted Cash		31,936
Accounts receivables and other receivables, net	2,771,443	5,528,826
Income taxes receivable	257,304	1,657,829
Prepayments	1,660,661	2,269,493
Other current assets	176,044	509,333
Total Current Assets	5,344,435	10,798,152
Non Current Assets:
Property and equipment, net	444,967	593,357
Intangible assets, net	6,730,155	6,168,534
Investment in Joint Venture	134,475
Total Non Current Assets	7,309,597	6,761,891
Total Assets	12,654,032	17,560,043
Current Liabilities:
Accounts payable	2,364,291	3,373,487
Vouchers payable	2,897,175	6,477,256
Accrued expenses	2,232,670	3,128,515
Value-added tax payable	233,441	32,387
Other current liabilities		143,073
Shareholder loans payable	8,123,835	50,057,013
Short-term borrowings	3,765,234	558,206
Total Current Liabilities	19,616,646	63,769,937
Non Current Liabilities:
Convertible Shareholder loans, at fair value		22,560,124
Total Non current Liabilities		22,560,124
Total Liabilities	19,616,646	86,330,061
Commitments and Contingencies (Note 15)
Common stock £0.002 par value; [79,420,315] shares authorized; 55,318,354 and 25,000,043 shares issued and outstanding as of December 31, 2025 and 2024, respectively	137,820	65,280
Additional paid-in capital	183,489,676	74,374,429
Accumulated deficit	(194,657,170)	(148,420,321)
Accumulated other comprehensive income	4,067,061	5,210,594
Total Stockholders’ Deficit	(6,962,613)	(68,770,018)
Total Liabilities and Stockholders’ Deficit	$ 12,654,033	$ 17,560,043