SecProbe.io

August 30, 2024
Justin Floyd
Chief Executive Officer
RedCloud Holdings plc
50 Liverpool Street
London, EC2M 7PY
United Kingdom
Re:RedCloud Holdings plc
Draft Registration Statement on Form F-1
Submitted August 2, 2024
CIK No. 0002027360
Dear Justin Floyd:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1 submitted August 2, 2024
Prospectus Summary, page 1
1.We note your disclosure that you operate in Argentina, Brazil, Nigeria, and South Africa.
However, we also note that elsewhere in the prospectus, such as throughout the
Management's Discussion and Analysis of Financial Condition and Results of Operations
section, you disclose you also have a presence in Peru. Here and elsewhere as applicable,
please reconcile this disclosure.

August 30, 2024
Page 2
RedCloud Platform, page 3
2.Clarify what you mean when you refer to your platform as "Open Commerce." If this is
intended to convey that you utilize open-source technology or software, please state as
much and revise your risk factor disclosure to address related risks. You mention these
risks in the context of IP infringement claims, however, it appears that the risks of use
should be separately high-lighted and expanded.
Our Growth Strategy, page 4
3.Elaborate upon your reference to your "cutting-edge deep learning technologies" to
provide the basis for this characterization.
Our Market Opportunity, page 4
4.Where you discuss your market opportunity here and throughout the prospectus, please
disclose your current market share.
Flywheel Effect, page 6
5.Clarify what aspects of the flywheel effect have already occurred as compared to those
that could occur in the future as engagement grows. For example, it's not clear that the
additional services you mention here are currently available to your customers or are
intended to be available in the future, depending upon how your engagement levels grow
and/or your platform evolves.
Our competitive strengths, page 6
6.Elaborate upon the nature of and relationship with the "leading partners" to which you
make reference and the basis for your statement that they have "backed and supported"
your data first approach.
Implications of Being an Emerging Growth Company and a Foreign Private Issuer, page 9
7.Revise to clearly state whether you will take advantage of the exemptions available to
foreign private issuers and identify them, as you do on page 30.
Risk Factors, page 13
8.We note that your current liabilities include director and shareholder loans. Please revise
to include a risk factor discussing these related party loans and any associated risks,
including the unsecured nature of the loans, the pending maturity of the loans, and the
risks to investors if you do not have adequate funds to repay the loans.
9.We note your disclosure on page 4 that three out of four of the businesses in the FMCG
space fail. Please provide a risk factor discussing this risk to operating in the FMCG
market.
Use of AI and machine learning in our operations may present additional legal, regulatory and
social risks..., page 16
Revise to discuss the current state of artificial intelligence regulation within all of your
current markets, the potential for new laws or rules, and the known or projected impact of
such regulation upon your operations. Currently, your disclosure appears to be limited to 10.

August 30, 2024
Page 3
the EU AI Act and does not appear to discuss the impact of the Act upon your operations.
11.Given that the success of your business appears to be dependent upon your use of
artificial intelligence and machine learning, provide a separate risk factor that
substantially elaborates upon the risks you touch upon in the first paragraph of this risk
factor, including the risks to your operations, including loss of revenues, reputation and
brand if the output from your solutions is deemed to be inaccurate or questionable.
If we fail to manage and expand our relationships with brands, distributors and retailers, our
business and growth prospects..., page 19
12.Please revise this risk factor to indicate whether you have been able to historically retain
your customers and attract new customers. To the extent that the loss of any particular
customer(s) would have a material impact on your results of operations, please disclose
the customer(s) and discuss your dependence on this customer(s).
Risk Factors
We are an Emerging Growth Company and the Reduced Disclosure Requirements Applicable...,
page 28
13.You state on page 29 that you have opted out of the extended transition period made
available to emerging growth companies to comply with newly adopted public company
accounting requirements. If this is true, please mark the box on the cover to indicate this
fact and revise your disclosure on page 9 in which you state that you have elected to avail
yourself of the extended transition period.
Capitalization, page 37
14.Please tell us why you do not reflect the issuance of equity based instruments subsequent
to the balance sheet date and automatic conversion of convertible instruments upon the
consummation of your IPO as pro forma information. Such instruments may include
ordinary shares, redeemable preference shares, and convertible shareholder loans. This
comment also applies to your pro forma information presented for dilution on pages 38
and 39.
Key Performance Indicators, page 40
15.Given your indication that your revenues are dependent upon your ability to increase
overall TTV, revise to disclose this metric, define it and quantify it over the past 3 fiscal
years. Also, in each instance where you compare metrics such as distributors, retailers and
SKUs, clearly state that your 2022 fiscal year was a partial fiscal period, given your
disclosure elsewhere that the platform was launched in April, 2022.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
40
16.We note your disclosure on page 41 that you intend to be more proactive going forward to
flag and manage dormant products and categories and remove them from your Platform.
Please disclose the effects dormant products have had on your business, and if material,
please provide a risk factor addressing the risks of dormant products on your Platform.

August 30, 2024
Page 4
Business, page 48
17.We note your disclosure on that you rely on third-party operating systems to make your
Red 101 App and Platform available to registered users. Please elaborate upon the terms
of the arrangements you have with such third parties.
RedCloud Platform, page 49
18.Clarify whether the capabilities of your platform that are driven by AI and machine
learning, which you list on page 50, are currently available.  In this regard, the first feature
you identify relates to platform recommendations and yet you also discuss "AI Powered
Recommendation Engines" on page 52 as a feature that you are still developing.
19.Please expand your disclosure to explain how you developed and validated your artificial
intelligence and machine learning algorithm(s). Please describe the frequency with which
validation occurs and how long the model has been utilized.
20.Please revise to provide a more detailed discussion regarding the data your artificial
intelligence platform collects and utilizes. Elaborate upon the robustness and accuracy of
this data given your disclosure that you aim to "rapidly gather essential data on key
product information, inventory and purchasing cycles." Clarify whether your AI or
machine learning models use outside data sources, such as publicly available datasets or
from your customers, or if they are closed-loop systems.  Expand upon your risk factor
disclosure to acknowledge the risks associated with this aspect of your business.
Marketing and Advertising, page 57
21.Please provide additional detail about your check-out voucher marketing program, such as
what it specifically entails and its success in gaining and/or retaining customers. To this
extent, we note that this marketing program accounts for 95.8% of your $24,810,163
marketing expenses as of fiscal year 2023.
Government Regulations, page 58
22.Revise to disclose the material effects the various government regulations you discuss
here have on your business, consistent with Item 4.B.8. of Form 20-F.
Human Capital and Employees, page 66
23.We note that as of May 31, 2024, you had a total of 342 employees with a physical
presence in Africa, Europe, and Latin America. Please revise to disclose the specific
countries you have employees in, and if possible, the number of employees in each
country. Refer to Item 6(D) of Form 20-F.
Principal Shareholders, page 79
24.Please revise to identify the natural persons who have or share voting and/or dispositive
powers over the shares held by each entity listed in the table, such as UK FF
Nominees Ltd.

August 30, 2024
Page 5
Notes to the Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Going Concern, page F-9
25.You state that significant investments in technology and people raise substantial doubt
regarding your ability to continue as a going concern, while your auditor states in its
report that recurring losses, working capital deficit and stockholders’ deficit raise
substantial doubt regarding your ability to continue as a going concern. Please resolve this
inconsistency.
Marketing and Commissions Costs, page F-15
26.Please describe your point of check-out voucher program, including how you recognize
the related expenses and liabilities.
General
27.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            Please contact Keira Nakada at 202-551-3659 or Theresa Brillant at 202-551-3307 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenna Hough at 202-551-3063 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services