UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): ☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
For Period Ended: December 31, 2024
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
☐ Transition Report on Form N-SAR
For the Transition Period Ended: ________________________
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART I – REGISTRANT INFORMATION
| RedCloud Holdings plc | |
| Full Name of Registrant | |
| N/A | |
| Former Name if Applicable | |
|
50 Liverpool Street |
|
| Address of Principal Executive Office (Street and Number) |
|
| London, EC2M 7PY, United Kingdom | |
| City, State and Zip Code |
PART II – RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| ☒ | (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
| ☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |
| ☐ | (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III – NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The Registrant is unable to file its Form 20-F for the year ended December 31, 2024 within the prescribed time period without unreasonable effort or expense because additional time to prepare the financial statements for the period ended December 31, 2024 is needed in part because of the significant increase and growth of operations in 2024 as compared to 2023. The Registrant anticipates that it will file its Form 20-F within the fifteen-day grace period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended.
PART IV – OTHER INFORMATION
| (1) | Name and telephone number of persion to contact in regard to this notification |
| Justin Fletcher | +44 | (0) 207 754 3735 | ||
| (Name) | (Area Code) | (Telephone Number) |
|
(2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). |
☒ Yes ☐ No
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
☒ Yes ☐ No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
As per our prospectus filed pursuant to Rule 424(b)(4) on March 24, 2025, for the year ended December 31, 2024, our results of operations are not yet final as we are in the final stages of completing our audit. Based on the information and data currently available, we estimate, on a preliminary basis, that revenue will be within a range of $44.8 million to $46.0 million for the year ended December 31, 2024, as compared to $19.8 million for the year 2023. This increase is attributable to the growth of our client base in all our four markets, which led to a Total Transaction Value (TTV) growth of over 110%, to approximately $2.5 billion, compared to $1.2 billion in 2023.
REDCLOUD HOLDINGS PLC
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 30, 2025 | By: | /s/ Justin Floyd |
| Justin Floyd | ||
| Chief Executive Officer and Director |